SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
___ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
[_X_] SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
[___] OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________.
Commission file number: 1-8729
UNISYS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 38-0387840
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Township Line and Union Meeting Roads
Blue Bell, Pennsylvania 19424
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(215) 986-4011
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- ------------------------
Common Stock, par value $.01 New York Stock Exchange
Series A Cumulative Convertible
Preferred Stock, par value
$1, $3.75 annual fixed dividend New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
10.30% Credit Sensitive Notes
Due July 1, 1997 New York Stock Exchange
8 1/4% Convertible Subordinated
Notes Due 2000 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
-2-
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [_X_] NO [___]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
Aggregate market value of the voting stock held by non-
affiliates: approximately $2,427,370,949 as of March 1, 1994.
The amount shown is based on the closing price of Unisys Common
Stock as reported on the New York Stock Exchange composite tape
on that date. Voting stock beneficially held by officers and
directors is not included in the computation. However, Unisys
Corporation has not determined that such individuals are
"affiliates" within the meaning of Rule 405 under the Securities
Act of 1933.
Number of shares of Unisys Common Stock, par value $.01,
outstanding as of March 1, 1994: 170,533,532.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Unisys Corporation 1993 Annual Report to
Stockholders -- Part I, Part II and Part IV.
Portions of the Unisys Corporation Proxy Statement for 1994
Annual Meeting of Stockholders -- Part III.
-3-
PART I
ITEM 1. BUSINESS
- -----------------
Unisys Corporation ("Unisys") provides information
services, technology and software on a worldwide basis.
Unisys operates primarily in one business segment:
information management systems and related services and supplies.
This segment represents more than 90% of consolidated revenue,
operating profit and identifiable assets. Financial information
concerning revenue, operating profit and identifiable assets
relevant to the segment is set forth in Note 13, "Business
segment information", of the Notes to Consolidated Financial
Statements appearing in the Unisys 1993 Annual Report to
Stockholders, and such information is incorporated herein
by reference.
Principal executive offices of Unisys are located at
Township Line and Union Meeting Roads, Blue Bell, Pennsylvania
19424.
Principal Products and Services
- -------------------------------
Principal information management systems products and services
include enterprise systems and servers, departmental servers and
desktop systems, software, custom defense systems, information
services and systems integration and equipment maintenance.
Enterprise systems and servers comprise a complete line of
small to large processors and related communications and
peripheral products, such as printers, storage devices and
document handling processors and equipment. Departmental
servers and desktop systems include UNIX servers, workstations,
personal computers and terminals. Software consists of
application and systems software. Custom defense systems
include specialized information processing systems, software and
services marketed primarily to government defense agencies.
Information services and systems integration includes systems
integration, outsourcing services, application development,
information planning and education. Equipment maintenance
results from charges for preventive maintenance, spare parts and
other repair activities.
___________________
UNIX is a registered trademark licensed exclusively by X/Open
Company, Ltd.
-4-
Information about revenue from classes of similar products
and services for the three years ended December 31, 1993,
appears under the heading "Revenue by similar classes of
products and services" in the Unisys 1993 Annual Report to
Stockholders, and such information is incorporated herein
by reference.
Unisys markets its products and services throughout most of
the world, primarily through a direct sales force. In certain
foreign countries, Unisys products and services are marketed
primarily through distributors. Unisys manufactures a
significant portion of its product lines. Some products,
including certain personal and UNIX open system-based computers,
peripheral products, electronic components and subassemblies and
software products, are manufactured for Unisys to its design or
specifications by other business equipment manufacturers,
component manufacturers or software suppliers.
Raw Materials
- -------------
Raw materials essential to the conduct of the business are
generally readily available at competitive prices in reasonable
proximity to those plants utilizing such materials.
Patents, Trademarks and Licenses
- --------------------------------
Unisys owns many domestic and foreign patents relating to
the design and manufacture of its products, has granted licenses
under certain of its patents to others and is licensed under the
patents of others. Unisys does not believe that its business is
materially dependent upon any single patent or license or
related group thereof. Trademarks used on or in connection with
Unisys products are considered to be valuable assets of Unisys.
Backlog
- -------
Unisys does not accumulate backlog information on a
company-wide basis. Unisys believes that backlog is not a
meaningful indicator of future revenues due to the significant
portion of Unisys revenue received from software, information
services and systems integration, and equipment maintenance
(approximately 49% in 1993) and the shortening of the time
period from receipt of a purchase order to billing upon shipment
of equipment. Unisys "lead time" for commercial equipment (the
time that customers are told that it will take from receipt of
an order to shipment) is between 13 and 150 days depending upon
the type of system and location of customer. However, the
average is between 35 and 45 days. Therefore, Unisys believes
that the dollar amount of backlog is not material to an
understanding of its business taken as a whole.
-5-
U.S. Government Business
- ------------------------
Revenue and earnings connected with defense and other U.S.
governmental business are particularly subject to the size and
phasing of federal government programs in which Unisys may
participate. During 1993, revenue from sales of custom systems
and services under Federal defense and space contracts and
subcontracts represented approximately 17% of total consolidated
revenue. Sales of commercial products to the U.S. government
represented an additional 13% of total consolidated revenue.
Competition
- -----------
Unisys business is affected by rapid change in technology
in the information systems and services field and aggressive
competition from many domestic and foreign companies, including
computer hardware manufacturers, software providers and
information services companies. Unisys competes primarily on
the basis of product performance, service, technological
innovation and price. Unisys believes that its continued
investment in engineering and research and development, coupled
with its marketing capabilities, will have a favorable impact on
its competitive position.
Research and Development
- ------------------------
Unisys engineering and research and development costs were
$934.7 million in 1993, $980.7 million in 1992 and $1,147.4
million in 1991. Excluding capitalized software and hardware
support, Unisys-sponsored research and development costs were
$515.2 million in 1993, $535.9 million in 1992 and $638.9
million in 1991. Customer-sponsored research and development
costs were $231.2 million in 1993, $243.3 million in 1992, and
$286.9 million in 1991.
Environmental Matters
- ---------------------
Capital expenditures, earnings and the competitive position
of Unisys have not been materially affected by compliance with
federal, state and local laws regulating the protection of the
environment. Capital expenditures for environmental control
facilities are not expected to be material in 1994 and 1995.
Employees
- ---------
As of December 31, 1993, Unisys had approximately 49,000
employees.
-6-
International and Domestic Operations
- -------------------------------------
Financial information by geographic area is set forth in
Note 13, "Business segment information", of the Notes to
Consolidated Financial Statements appearing in the Unisys 1993
Annual Report to Stockholders, and such information is
incorporated herein by reference.
ITEM 2. PROPERTIES
- -------------------
In the United States, Unisys had 65 major facilities, each
having approximately 50,000 square feet of floor space or more,
as of December 31, 1993. The aggregate floor space of these
major facilities was approximately 13,707,028 square feet, of
which an aggregate of approximately 12,176,973 square feet was
located in the following states: California, Illinois,
Michigan, Minnesota, New Jersey, New York, Pennsylvania, Utah
and Virginia. Seventeen of the major facilities in the United
States, with an aggregate of approximately 5,488,753 square feet
of floor space, were owned by Unisys while 48 of the major
facilities in the United States, with approximately 8,218,275
square feet of floor space, were leased to Unisys. Of the
aggregate floor space of major facilities in the United States,
approximately 12,743,653 square feet were in current operation,
approximately 652,688 square feet were subleased to others and
approximately 310,687 square feet were being held in reserve
or were declared surplus with disposition efforts in progress.
Outside of the United States, Unisys had 50 major
facilities, each having approximately 50,000 square feet of
floor space or more, as of December 31, 1993. The aggregate
floor space of these major facilities was approximately
5,215,364 square feet, of which an aggregate of approximately
4,006,042 square feet was located in the following countries:
Australia, Brazil, Canada, France, Germany, Italy, Mexico, the
Netherlands, Sweden, Switzerland and the United Kingdom.
Eleven of the major facilities outside of the United States,
with approximately 1,650,474 square feet of floor space, were
owned by Unisys while 39 of the major facilities outside the
United States, with approximately 3,564,890 square feet of floor
space, were leased to Unisys. Of the aggregate floor space of
major facilities outside the United States, approximately
4,413,091 square feet were in current operation, approximately
447,393 square feet were subleased to others and approximately
354,880 square feet were being held in reserve or were declared
surplus with disposition efforts in progress.
-7-
Unisys major facilities include offices, laboratories,
manufacturing plants, warehouses and distribution and sales
centers. Unisys believes that its facilities are suitable and
adequate for current and presently projected needs. Unisys
continuously reviews its anticipated requirements for
facilities, and, on the basis thereof, will from time to time
acquire additional facilities, expand existing facilities and
dispose of existing facilities or parts thereof.
ITEM 3. LEGAL PROCEEDINGS
- --------------------------
As of March 1, 1994, Unisys has no material pending legal
proceedings reportable under the requirements of this Item 3.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
No matters were submitted to a vote of security holders of
Unisys during the fourth quarter of 1993.
ITEM 10. EXECUTIVE OFFICERS OF THE REGISTRANT
- ----------------------------------------------
Information concerning the executive officers of Unisys set
forth below is as of March 1, 1994.
Name Age Position with Unisys
---- --- --------------------
James A. Unruh 52 Chairman of the Board
and Chief Executive
Officer
Hugh J. Lynch 59 Executive Vice President;
President, Computer
Systems Group
Albert F. Zettlemoyer 59 Executive Vice President;
President, Government
Systems Group
Harold S. Barron 57 Senior Vice President and
General Counsel
Edward A. Blechschmidt 41 Senior Vice President;
President, Pacific Asia
Americas Division
Victor E. Millar 58 Senior Vice President;
President, Worldwide
Information Services
-8-
William B. Patton, Jr. 58 Senior Vice President;
President, United
States Division
George T. Robson 46 Senior Vice President and
Chief Financial Officer
Jack A. Blaine 49 Vice President;
General Manager,
Latin American and
Caribbean Group,
Pacific Asia Americas
Division
Frank G. Brandenberg 47 Vice President;
Deputy President,
Computer Systems Group
George R. Gazerwitz 53 Vice President,
Marketing, United
States Division
John J. Holton 61 Vice President, Strategic
Account Marketing,
United States Division
Deborah C. Hopkins 39 Vice President and
Controller
Clive W. Ingham 48 Vice President; Group
General Manager,
European Group,
Europe/Africa Division
Jack F. McHale 45 Vice President,
Investor and Corporate
Communications
Thomas E. McKinnon 49 Vice President,
Human Resources
James L. Murtaugh 55 Vice President,
Engineering, Computer
Systems Group
Dewaine L. Osman 59 Vice President, Corporate
Planning and Business
Development
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John W. Perry 55 Vice President;
President, Financial
Line of Business,
Information Services
and Systems Group
Stefan C. Riesenfeld 45 Vice President and
Treasurer
William G. Rowan 51 Vice President,
Chief Information
Officer
Bobette Jones 65 Secretary
There are no family relationships among any of the above-
named executive officers. The By-Laws provide that the officers
of Unisys shall be elected annually by the Board of Directors
and that each officer shall hold office for a term of one year
and until a successor is elected and qualified, or until the
officer's earlier resignation or removal.
Mr. Unruh has been the Chairman of the Board and Chief
Executive Officer since 1990. He was President and Chief
Operating Officer from 1989 to 1990 and Executive Vice President
from 1986 to 1989. He has also held the position of Senior Vice
President and Chief Financial Officer. Mr. Unruh has been a
member of the Board of Directors since 1986 and has been an
officer since 1982.
Mr. Lynch has been an Executive Vice President of Unisys and
President of the Computer Systems Group since 1991. He was
Senior Vice President of the Computer Systems Product Group from
1990 to 1991. Prior to 1990, he held various sales, marketing
and engineering positions at NCR Corporation, including Vice
President and General Manager, General Purpose Systems
Division. Mr. Lynch has been an officer since 1991.
Mr. Zettlemoyer was elected an Executive Vice President of
Unisys and named President of Unisys Government Systems Group in
August 1993. He was a Senior Vice President of Unisys and
President of Paramax Systems Corporation, a subsidiary of
Unisys, from December 1992 to August 1993. He was Vice
President, Corporate Planning, from July to December 1992;
President, Electronic and Information Systems Group, of Paramax
Systems Corporation from 1991 to 1992; President, Electronic and
Information Systems Group, Defense Systems Division from 1989 to
-10-
1991; and Vice President and General Manager, Computer Systems
Division, Defense Systems Division from 1986 to 1989.
Mr. Zettlemoyer has been an officer since 1987.
Mr. Barron has been Senior Vice President and General
Counsel of Unisys since 1992. He was Vice President and General
Counsel from 1991 to 1992 and a member of the law firm Seyfarth,
Shaw, Fairweather and Geraldson from 1986 to 1991. Mr. Barron
has been an officer since 1991.
Mr. Blechschmidt was elected Senior Vice President of Unisys
in February 1994 and has been President of the Pacific Asia
Americas Division since 1990. He was Vice President from 1990
to February 1994; Vice President, Japan Operations; and
President of the Unisys Japan Limited subsidiary from 1987 to
1990. Mr. Blechschmidt has been an officer since 1990.
Mr. Millar has been a Senior Vice President of Unisys and
President of the Worldwide Information Services Group since
1992. He was Chairman of PSF Management International, a
professional services consulting organization, from 1990 to 1992
and Chairman and Chief Executive Officer of Saatchi & Saatchi
Consulting Ltd. from 1986 to 1990. Mr. Millar has been an
officer since 1992.
Mr. Patton has been a Senior Vice President of Unisys and
President of the United States Division since 1991. He was
Chairman and Chief Executive Officer of Parallan Computer, Inc.
from 1990 to 1991; a private investor from 1989 to 1990; and
President and Chief Executive Officer of MAI Basic Four from
1984 to 1989. Mr. Patton has been an officer since 1991.
Mr. Robson has been Senior Vice President and Chief
Financial Officer since 1991. He was Vice President and Chief
Financial Officer from 1990 to 1991 and Vice President and
Corporate Controller from 1987 to 1990. Mr. Robson has been an
officer since 1987.
Mr. Blaine has been Vice President and General Manager,
Latin American and Caribbean Group, of the Pacific Asia Americas
Division since 1990. He was Vice President, Human Resources, of
Unisys from 1988 to 1990. Mr. Blaine has been an officer since
1988.
Mr. Brandenberg has been a Vice President of Unisys and the
Deputy President of the Computer Systems Group since 1992. He
was Vice President and General Manager of the Computer Systems
Group from 1990 to 1992; Vice President and General Manager of
the Diversified Products Group from 1989 to 1990 and Vice
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President and General Manager of the Financial Products Group
from 1985 to 1989. Mr. Brandenberg has been an officer since
1990.
Mr. Gazerwitz has been Vice President, Marketing, of the
United States Division since December 1992. He was Vice
President and Group Vice President, Eastern Region, United
States Information Systems from 1990 to 1992; and Vice President
and President, Customer Services and Support, United States
Information Systems from 1988 to 1990. Mr. Gazerwitz has been
an officer since 1984.
Mr. Holton has been Vice President, Strategic Account
Marketing, since 1990. He was Vice President, Corporate
Marketing, from 1989 to 1990. Mr. Holton has been an officer
since 1985.
Ms. Hopkins has been Vice President and Controller since
January 1993. She was Vice President, Corporate Business
Analysis from 1991 to 1993; and Director, Image Business
Development, Program Management, of the Computer Systems Product
Group from 1989 to 1991. Ms. Hopkins has been an officer since
January 1993.
Mr. Ingham has been Vice President and Group General
Manager, European Group, Europe/Africa Division since November
1993. He was Vice President, Corporate Marketing, from 1991
until November 1993; and Vice President and General Manager,
Asia Group, of the Pacific Asia Americas Division from 1989 to
1991. Mr. Ingham has been an officer since 1992.
Mr. McHale has been Vice President, Investor and Corporate
Communications, since 1989. He was Vice President, Public and
Investor Relations, from 1986 to 1989. Mr. McHale has been an
officer since 1986.
Mr. McKinnon has been Vice President, Human Resources, since
1990. He was Vice President of the Pacific Asia Americas
Division from 1989 to 1990; and Staff Vice President, Corporate
Human Resources, from 1987 to 1989. Mr. McKinnon has been an
officer since 1991.
Mr. Murtaugh has been Vice President, Engineering, of the
Computer Systems Group since 1991. He was Vice President and
General Manager, Information Networking Group, Computer Systems
Product Group from 1990 to 1991; and Vice President, General
Systems Group, Corporate Systems Group from 1988 to 1990. Mr.
Murtaugh has been an officer since 1989.
-12-
Mr. Osman has been Vice President, Corporate Planning and
Business Development, since 1992 and acting Vice President,
Commercial Marketing since November 1993. Prior to October
1992, he had been President of Ascom Timeplex, Inc. (formerly
Timeplex, Inc., the communications networking subsidiary of
Unisys) since its divestiture by Unisys in 1991. From 1986 to
1991, Mr. Osman was an officer of Unisys, serving as President
of the Communications and Networks Group and as President of
Timeplex, Inc. from 1989 to 1991; Executive Vice President of
the United States Information Systems Division from January to
June 1989 and President of the Communications and Airlines
Division from 1986 to 1989. He was reelected an officer in
1992.
Mr. Perry has been a Vice President of Unisys since 1990 and
President, Financial Line of Business, Information Services and
Systems Group since August 1993. He was Vice President and
General Manager of Unisys Limited, the United Kingdom subsidiary
of Unisys, from 1986 to August 1993. Mr. Perry has been an
officer since 1990.
Mr. Riesenfeld has been Vice President and Treasurer since
1989. He was Vice President, Corporate Development, from 1986
to 1989. Mr. Riesenfeld has been an officer since 1988.
Mr. Rowan has been Vice President, Chief Information
Officer since 1992. He was Vice President and Controller from
1991 to 1992; Vice President, Business Operations, from February
to April 1991; and Vice President, Finance, of the Pacific
Asia Americas Division from 1986 to 1991. Mr. Rowan has been an
officer since 1991.
Ms. Jones has been Secretary since 1990. She was Acting
Corporate Secretary and Staff Vice President, Administrative
Information, from June to October 1990; and Assistant
Secretary, Associate General Counsel and Staff Vice President,
Administrative Information, from 1987 to 1990. Ms. Jones has
been an officer since 1990.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
- -------------------------------------------------------------
STOCKHOLDER MATTERS
- -------------------
Information as to the markets for Unisys Common Stock, the
high and low sales prices for Unisys Common Stock, the
approximate number of record holders of Unisys Common Stock, the
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payment of dividends, and restrictions on such payment is set
forth under the headings "Quarterly financial information",
"Selected financial data", "Common Stock Information",
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" and Notes 10 and 15 of the Notes to
Consolidated Financial Statements in the Unisys 1993 Annual
Report to Stockholders and is incorporated herein by reference.
The approximate number of holders is based upon record holders
as of December 31, 1993.
ITEM 6. SELECTED FINANCIAL DATA
- --------------------------------
A summary of selected financial data for Unisys for each of
the last five years is set forth under the heading "Selected
financial data" in the Unisys 1993 Annual Report to Stockholders
and is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
- ----------------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
Management's discussion and analysis of financial condition,
changes in financial condition and results of operations is set
forth under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Unisys
1993 Annual Report to Stockholders and is incorporated herein
by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ----------------------------------------------------
The financial statements of Unisys, consisting of the
consolidated balance sheet at December 31, 1993 and 1992 and the
related consolidated statements of income and cash flows for
each of the three years in the period ended December 31, 1993,
appearing in the Unisys 1993 Annual Report to Stockholders,
together with the report of Ernst & Young, independent auditors,
on the financial statements at December 31, 1993 and 1992 and
for each of the three years ended December 31, 1993, 1992,
and 1991, appearing in the Unisys 1993 Annual Report to
Stockholders, are incorporated herein by reference. Supplementary
financial data, consisting of information appearing under the
heading "Quarterly financial information" in the Unisys 1993
Annual Report to Stockholders, is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
- ------------------------------------------------------
ON ACCOUNTING AND FINANCIAL DISCLOSURE
--------------------------------------
Not applicable.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -----------------------------------------------------------
(a) Identification of Directors. Information concerning
the directors of Unisys Corporation is set forth under the
headings "Nominees for Election to the Board of Directors",
"Members of the Board of Directors Continuing in Office -- Term
Expiring in 1995" and "Members of the Board of Directors
Continuing in Office -- Term Expiring in 1996" in the Unisys
Proxy Statement for the 1994 Annual Meeting of Stockholders
and is incorporated herein by reference.
(b) Identification of Executive Officers. Information
concerning executive officers of Unisys Corporation is set forth
under the caption "EXECUTIVE OFFICERS OF THE REGISTRANT" in
Part I, Item 10, of this report.
ITEM 11. EXECUTIVE COMPENSATION
- -------------------------------
Information concerning executive compensation is set forth
under the heading "EXECUTIVE COMPENSATION" in the Unisys Proxy
Statement for the 1994 Annual Meeting of Stockholders and is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
- -------------------------------------------------
OWNERS AND MANAGEMENT
---------------------
(a) Security Ownership of Certain Beneficial Owners. The
TCW Group, Inc. (865 South Figueroa Street, Los Angeles,
California 90017) has filed a Schedule 13G with the Securities
and Exchange Commission dated February 6, 1994 reporting
beneficial ownership of 12,692,350 shares of Unisys Common
Stock. Such shares represented approximately 7.4% of the total
outstanding shares of Unisys Common Stock as of March 1, 1994.
The TCW Group, Inc. has reported sole voting power and sole
dispositive power with respect to all such shares. To Unisys
knowledge, as of March 1, 1994, no other person was the
beneficial owner of more than 5% of the total outstanding shares
of Unisys Common Stock.
(b) Security Ownership of Management. Certain information
furnished by members of management with respect to shares of
Unisys equity securities beneficially owned as of March 1, 1994
by all directors individually, by certain named officers and by
all directors and officers of Unisys as a group is set forth
under the heading "SECURITY OWNERSHIP BY CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT" in the Unisys Proxy Statement for the
1994 Annual Meeting of Stockholders and is incorporated herein
by reference.
-15-
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------------------------------------------------------
Information concerning certain relationships and
transactions between Unisys and members of its management is set
forth under the headings "EXECUTIVE COMPENSATION" and "REPORT OF
THE COMPENSATION AND ORGANIZATION COMMITTEE -- Compensation
Committee Interlocks and Insider Participation" in the Unisys
Proxy Statement for the 1994 Annual Meeting of Stockholders
and is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
- -------------------------------------------------------------
ON FORM 8-K
-----------
(a) The following documents are filed as part of this report:
1. Financial Statements from the Unisys 1993 Annual Report to
Stockholders which are incorporated herein by reference:
Annual Report
Page No.
Consolidated Balance Sheet at -------------
December 31, 1993 and December 31, 1992...............25
Consolidated Statement of Income for each of the
three years in the period ended December 31, 1993.....23
Consolidated Statement of Cash Flows for each of the
three years in the period ended December 31, 1993.....27
Notes to Consolidated Financial Statements..............30-41
Report of Independent Auditors..........................43
2. Financial Statement Schedules filed as part of this report
pursuant to Item 8 of this report:
Schedule Form 10-K
Number Page No.
- -------- ---------
II Amounts Receivable from Related Parties
and Underwriters, Promoters and
Employees Other than Related Parties.............19
VIII Valuation and Qualifying Accounts................22
IX Short-Term Borrowings............................23
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The financial statement schedules should be read in
conjunction with the consolidated financial statements and notes
thereto in the Unisys 1993 Annual Report to Stockholders.
Financial statement schedules not included with this report have
been omitted because they are not applicable or the required
information is shown in the consolidated financial statements or
notes thereto.
Separate financial statements of subsidiaries not
consolidated with Unisys and entities in which Unisys has a
fifty percent or less ownership interest have been omitted since
these operations do not meet any of the conditions set forth in
Rule 3-09 of Regulation S-X.
3. Exhibits. Those exhibits required to be filed by Item 601
of Regulation S-K are listed in the Exhibit Index included in
this report at pages 24 through 27. Management contracts and
compensatory plans and arrangements are listed as Exhibits 10.1
through 10.24.
(b) Reports on Form 8-K.
During the quarter ended December 31, 1993, no Current
Reports on Form 8-K were filed.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
UNISYS CORPORATION
By: /s/ James A. Unruh
---------------------------
James A. Unruh
Chairman of the Board
and Chief Executive Officer
Date: March 28, 1994
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities
indicated on March 28, 1994.
/s/ James A. Unruh *Gail D. Fosler
- --------------------- ---------------------
James A. Unruh Gail D. Fosler
Chairman of the Board Director
and Chief Executive
Officer (principal
executive officer) and
Director
/s/ George T. Robson *Melvin R. Goodes
- --------------------- ---------------------
George T. Robson Melvin R. Goodes
Senior Vice President and Director
Chief Financial Officer
(principal financial
officer)
/s/ Deborah C. Hopkins *Edwin A. Huston
- --------------------- ---------------------
Deborah C. Hopkins Edwin A. Huston
Vice President and Director
Controller (principal
accounting officer)
*J. P. Bolduc *Kenneth A. Macke
- --------------------- ---------------------
J. P. Bolduc Kenneth A. Macke
Director Director
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*James J. Duderstadt *Robert McClements, Jr.
- --------------------- -----------------------
James J. Duderstadt Robert McClements, Jr.
Director Director
*William G. Milliken *Donald V. Seibert
- --------------------- -----------------------
William G. Milliken Donald V. Seibert
Director Director
*Alan E. Schwartz
- ---------------------
Alan E. Schwartz
Director
*By:/s/ George T. Robson
-----------------------
George T. Robson
Attorney-in-Fact
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SCHEDULE II
UNISYS CORPORATION
SCHEDULE II - AMOUNTS RECEIVABLE FROM RELATED PARTIES AND
UNDERWRITERS, PROMOTERS, AND EMPLOYEES OTHER THAN RELATED PARTIES
Balance
Principal Deductions 12/31/93
Name of Balance at and Interest Amounts Amounts Not
Debtor 1/1/93 Additions Collected Forgiven Current Current
- -------------------------------------------------------------------------------------------
R. Braun $248,000 $ 35,000 $213,000
G. R. Gazerwitz 260,000 260,000
J. F. McHale 127,500 127,500
J. A. Unruh 620,000 125,000 495,000
Notes:
In August 1993, Mr. Braun's employment was terminated. In accordance with his
employment agreement the repayment period on his interest-free home mortgage loan has
been extended until the first to occur of the following: (i) the fifth anniversary
of date of termination; (ii) the date on which the home is sold; or (iii) the date
on which the home is leased.
The above loans are to be paid upon the earliest of 20 years from the beginning of
loan periods, 15 days after sale of residence acquired with proceeds of the loans or
six months after termination of employement. Loans are without interest. Loans are
secured by mortgage on said residence.
-20-
SCHEDULE II
UNISYS CORPORATION
SCHEDULE II - AMOUNTS RECEIVABLE FROM RELATED PARTIES AND
UNDERWRITERS, PROMOTERS, AND EMPLOYEES OTHER THAN RELATED PARTIES
Principal Deductions 12/31/92
Name of Balance at and Interest Amounts Amounts Not
Debtor 1/1/92 Additions Collected Forgiven Current Current
- -------------------------------------------------------------------------------------------
M. A. Belsky $253,750 $253,750 -0-
R. Braun 248,000 $248,000
G. R. Gazerwitz 260,000 260,000
C. W. Ingham 125,000 125,000 -0-
K. Latimer 140,000
J. F. McHale 127,500 127,500
J. Petersen 370,000 340,356 $29,644 -0-
I. Roth 500,000
J. A. Unruh 620,000 620,000
The individual is no longer employed by the Company. During 1993, $100,000 of the
principal balance was paid to the Company and $40,000 was forgiven.
Loan is to be paid upon earliest of 20 years from beginning of loan period, 15 days
after sale of residence to be acquired with proceeds of the loan, six months after
termination of employment, or 120 days after the residence ceases to be the principal
personal residence. Loan is without interest, but is a "shared appreciation"
agreement, with the Company's share of appreciation limited to the equivalent of 12%
interest per annum. The Company also agrees to assume the risk of depreciation in the
market value of the real estate. The individual is no longer employed by the Company
and the loan has not been paid in accordance with its terms. The Company is currently
in negotiation with the individual concerning repayment of said loan.
-21-
SCHEDULE II
UNISYS CORPORATION
SCHEDULE II - AMOUNTS RECEIVABLE FROM RELATED PARTIES AND
UNDERWRITERS, PROMOTERS, AND EMPLOYEES OTHER THAN RELATED PARTIES
Principal Deductions 12/31/91
Name of Balance at and Interest Amounts Amounts Not
Debtor 1/1/91 Additions Collected Forgiven Current Current
- -------------------------------------------------------------------------------------------
H. B. Amell $135,000 $135,000 -0-
M. A. Belsky 253,750 $ 253,750
R. Braun 248,000 $248,000
H. L. Caswell 230,000 230,000 -0-
G. R. Gazerwitz 260,000 260,000
C. A. Hessler 160,800 160,800 -0-
C. W. Ingham -0- $125,000 125,000
K. Latimer 140,000 140,000
J. P. Lerman 150,000 150,000 -0-
J. F. McHale 127,500 127,500
L. McMannon 310,000 310,000 -0-
J. Petersen 370,000 370,000
I. Roth 500,000 500,000
J. A. Unruh 620,000 620,000
R. B. Williams 224,500 224,500 -0-
-22-
SCHEDULE VIII
UNISYS CORPORATION
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
(Millions)
Additions
Balance at Charged Balance
Beginning to Costs at End
Description of Period and Expenses Deductions of Period
- ----------------------------------------------------------------------------------------
Allowance for Doubtful Accounts
(deducted from accounts and
notes receivable):
Year Ended December 31, 1991 $152.8 $34.1 $(63.4) $123.5
Year Ended December 31, 1992 $123.5 $32.5 $(32.2) $123.8
Year Ended December 31, 1993 $123.8 $ 9.6 $(36.1) $ 97.3
Write-off of bad debts less recoveries.
-23-
SCHEDULE IX
UNISYS CORPORATION
SCHEDULE IX - SHORT-TERM BORROWINGS
($ in Millions)
Maximum Average Weighted
Weighted Amount Amount Average
Category of Balance Average Outstanding Outstanding Interest
Year Ended Aggregate Short- at End Interest During During Rate During
December 31 Term Borrowings of Period Rate the Period the Period the Period
- -------------------------------------------------------------------------------------------------
1991 Notes Payable $277.4 13.9% $ 791.3 $ 437.2 15.8%
1992 Notes Payable $ 53.2 12.4% $1,406.7 $1,052.7 7.6%
1993 Notes Payable $ 6.0 10.4% $ 130.1 $ 55.2 10.8%
Bank borrowings in 1991, supported by the revolving credit agreements,
were classified as long-term debt on the basis of the Company's intention
to maintain the supporting agreements, and were therefore not included in
the above amounts.
Average amount outstanding during the period is the average of month end
borrowings.
Average interest rate during the period is determined by dividing actual
interest accrued by average amount outstanding during the period.
-24-
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
3.1 Restated Certificate of Incorporation of Unisys
Corporation, incorporated by reference to Exhibit
3(a) to the registrant's Annual Report on Form 10-K
for the year ended December 31, 1992.
3.2 By-Laws of Unisys Corporation, incorporated by
reference to Exhibit 3(b) to the registrant's Annual
Report on Form 10-K for the year ended December 31,
1992.
4.1 Agreement to furnish to the Commission on request a
copy of any instrument defining the rights of the
holders of long-term debt which authorizes a total
amount of debt not exceeding 10% of the total assets
of the registrant, incorporated by reference to
Exhibit 4 to the registrant's Annual Report on Form
10-K for the year ended December 31, 1982 (File No.
1-145).
4.2 Form of Rights Agreement dated as of March 7, 1986
between Burroughs Corporation and Harris Trust
Company of New York, as Rights Agent, which includes
as Exhibit A, the Certificate of Designations for
the Junior Participating Preferred Stock, and as
Exhibit B, the Form of Rights Certificate,
incorporated by reference to Exhibit 1 to the
registrant's Registration Statement on Form 8-A,
dated March 11, 1986.
4.3 Second Rights Agreement, dated as of June 28, 1990,
by and between registrant and Mitsui & Co., Ltd. and
joined by Harris Trust Company of New York,
incorporated by reference to Exhibit 4.4 to the
registrant's Current Report on Form 8-K dated
June 28, 1990.
4.4 Purchase Agreement, dated as of June 25, 1990,
between the registrant and Mitsui & Co., Ltd.,
incorporated by reference to Exhibit 4.3 to the
registrant's Current Report on Form 8-K dated
June 28, 1990.
10.1 Deferred Compensation Plan for Officers of Unisys
Corporation, as amended and restated as of January
1, 1994.
-25-
10.2 Deferred Compensation Plan for Directors of Unisys
Corporation, as amended and restated as of January
1, 1994.
10.3 Unisys Worldwide Information Services Long Term
Incentive Plan effective as of January 1, 1993.
10.4 Form of Executive Employment Agreement, incorporated
by reference to Exhibit 10(a) to the registrant's
Annual Report on Form 10-K for the year ended
December 31, 1985.
10.5 Form of Executive Employment Agreement, incorporated
by reference to Exhibit 10.1 to the registrant's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1987.
10.6 Employment Agreement, dated August 6, 1991, between
the registrant and Reto Braun, incorporated by
reference to Exhibit 10(c) to the registrant's
Annual Report on Form 10-K for the year ended
December 31, 1991.
10.7 Employment Agreement, dated December 20, 1991,
between the registrant and James A. Unruh,
incorporated by reference to Exhibit 10(e) to the
registrant's Annual Report on Form 10-K for the year
ended December 31, 1991.
10.8 Form of Retention Agreement for Key Executives,
incorporated by reference to Exhibit 10(f) to the
registrant's Annual Report on Form 10-K for the year
ended December 31, 1991.
10.9 Form of Retention Agreement for Key Executives,
incorporated by reference to Exhibit 10(g) to the
registrant's Annual Report on Form 10-K for the year
ended December 31, 1991.
10.10 Stock Unit Plan for Directors of Unisys Corporation,
as amended and restated as of September 23, 1993,
incorporated by reference to Exhibit 10 to the
registrant's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1993.
-26-
10.11 Summary of supplemental executive benefits provided
to officers of Unisys Corporation, incorporated by
reference to Exhibit 10(k) of the registrant's
Annual Report on Form 10-K for the year ended
December 31, 1992.
10.12 Unisys Executive Annual Variable Compensation Plan,
incorporated by reference to Exhibit A to the
registrant's Proxy Statement, dated March 23, 1993,
for its 1993 Annual Meeting of Stockholders.
10.13 1982 Unisys Long-Term Incentive Plan, as amended and
restated through September 1, 1989, incorporated by
reference to Exhibit 10(p) to the registrant's
Annual Report on Form 10-K for the year ended
December 31, 1990.
10.14 Amendment, dated December 11, 1989, to the 1982
Unisys Long-Term Incentive Plan, incorporated by
reference to Exhibit 10(o) to the registrant's
Annual Report on Form 10-K for the year ended
December 31, 1989.
10.15 Amendment, dated July 25, 1990, to 1982 Unisys Long-
Term Incentive Plan, incorporated by reference to
Exhibit 10(r) to the registrant's Annual Report on
Form 10-K for the year ended December 31, 1990.
10.16 1990 Unisys Long-Term Incentive Plan, effective as
of January 1, 1990 incorporated by reference to
Exhibit A to the registrant's Proxy Statement, dated
March 20, 1990, for its 1990 Annual Meeting of
Stockholders.
10.17 Sperry Corporation Pension Plan for Outside
Directors of the Board of Directors, as amended,
incorporated by reference to Exhibit 10-J to the
Annual Report of Sperry Corporation on Form 10-K for
the fiscal year ended March 31, 1984 (File No. 1-
3908).
10.18 Form of Loan Agreement including Note used for
bridge loans to executive officers purchasing
residences, incorporated by reference to Exhibit
10(kk) to the registrant's Annual Report on Form 10-
K for the year ended December 31, 1986.
-27-
10.19 Form of Loan Agreement including Note used for term
loans to executive officers purchasing residences,
incorporated by reference to Exhibit 10(ll) to the
registrant's Annual Report on Form 10-K for the year
ended December 31, 1986.
10.20 Unisys Corporation Officers' Car Allowance Program,
effective as of July 1, 1991, incorporated by
reference to Exhibit 10(hh) to the registrant's
Annual Report on Form 10-K for the year ended
December 31, 1991.
10.21 Form of Indemnification Agreement between Unisys
Corporation and each of its Directors, incorporated
by reference to Exhibit B to the registrant's Proxy
Statement, dated March 22, 1988, for the 1988 Annual
Meeting of Stockholders.
10.22 Unisys Corporation Elected Officer Pension Plan,
effective June 1, 1988, incorporated by reference to
Exhibit 10(zz) to the registrant's Annual Report on
Form 10-K for the year ended December 31, 1988.
10.23 Amendment, dated February 27, 1992, to Unisys
Corporation Elected Officers' Pension Plan,
incorporated by reference to the registrant's Annual
Report on Form 10-K for the year ended December 31,
1992.
10.24 Unisys Corporation Supplemental Executive Retirement
Income Plan, as amended and restated effective
April 1, 1988, incorporated by reference to Exhibit
10(aaa) to the registrant's Annual Report on Form
10-K for the year ended December 31, 1988.
11 Computation of earnings per share.
12 Computation of Ratio of Earnings to Fixed Charges.
13 Portions of the Annual Report to Stockholders of the
registrant for the year ended December 31, 1993.
21 Subsidiaries of Unisys Corporation.
23 Consent of Ernst & Young.
24 Power of Attorney.
EXHIBIT 10.1
January 1, 1994
DEFERRED COMPENSATION PLAN
--------------------------
FOR OFFICERS OF UNISYS CORPORATION
----------------------------------
Article I
Purpose
-------
1.1 Purpose. The purpose of the Deferred Compensation Plan for
Officers (the "Plan") of Unisys Corporation (the
"Corporation") is to offer those persons who are officers
(at the time of filing a form of election) the opportunity
to defer receipt of Designated Incentive Compensation,
under terms advantageous to both the Officer and the
Corporation, until termination of the Officer's service as
an Officer and/or employee of the Corporation.
Article II
Authority
---------
2.1 Effective Date. The Board of Directors (the "Board") of
the Corporation originally approved this Plan on January
29, 1982 and, including subsequent amendments, the Plan is
further amended in its present form effective January 1,
1994.
2.2 Authority. Any decision made or action taken by the
Corporation and any of its officers or employees involved
in the administration of this Plan, or any member of the
Board of Directors, or the Compensation and Organization
Committee ("Committee") of the Board of Directors of the
Corporation arising out of or in connection with the
construction, administration, interpretation and effect of
the Plan shall be within the absolute discretion of all and
each of them, as the case may be, and will be conclusive
and binding on all parties. No member of the Board of
Directors and no employee of the Corporation shall be
liable for any act or action hereunder, whether of omission
or commission, by any other member or employee or by any
agent to whom duties in connection with the administration
of the Plan have been delegated or, except in circumstances
involving his/her bad faith, for anything done or omitted
to be done by himself or herself.
-2-
Article III
Deferral of Compensation
3.1 Deferral Election. Each Officer may elect to have all or a
portion of his/her Designated Incentive Compensation for
any calendar year deferred under this Plan. "Officers" for
purposes of this Plan include elected officers and any
other employee authorized to participate in the Plan by the
Committee. "Designated Incentive Compensation" for
purposes of this Plan means amounts payable under the
Unisys Executive Annual Variable Compensation Plan and any
other successor annual incentive plan and any other items
of remuneration as may be designated by the Committee from
time to time. The election shall be executed in writing by
the Officer on an annual basis in a timely manner (normally
prior to the start of the fiscal year during which such
Designated Incentive Compensation is earned) in advance of
the payment date, absent deferral, on a form furnished by
the Staff Vice President, Compensation. An election, once
made, shall be irrevocable with respect to payments for the
fiscal year to which it applies. The election may specify
that the Officer desires to have all, a specified
percentage, or a specific dollar amount, if determinable,
of his/her Designated Incentive Compensation for the year
deferred under the Plan.
3.2 Investment Options.
(a) Each Officer may elect, at the same time as the
election to defer compensation is made, to have current
deferrals invested in one or more of the investment
measurement options available under the Plan. Such
investment election with respect to current deferrals may
be changed as of the first day of any quarter provided that
written notice of such election is filed prior to the first
day of that quarter with the Staff Vice President,
Compensation.
(b) Effective January 1, 1994, the investment
measurement options available under the Plan are five of
the six investment options available under the Unisys
Savings Plan (the "USP"), as follows: (1) the Fidelity
Retirement Money Market Portfolio, (2) the Fidelity Asset
Manager: Growth Fund, (3) the Fidelity Magellan Fund, (4)
the Fidelity Asset Manager Fund and (5) the Insurance
Contract Fund.
(c) Effective January 1, 1994, deferred amounts
credited to the Officer's memorandum account allocated to
the investment measurement options available under the Plan
-3-
prior to January 1, 1994 will be transferred to the
investment measurement options described in Subsection (b)
as follows:
Short Term Investment Fund - Fidelity Retirement Money
Market Portfolio
Indexed Equity Fund - Fidelity Asset Manager:
Growth Fund
Active Equity Fund - Fidelity Magellan Fund
Diversified Fund - Fidelity Asset Manager Fund
Insurance Contract Fund - No change
(d) Subject to the restrictions described in
Subsection (e), transfers of existing account balances
among the investment measurement options will be permitted
as of the first day of a calendar quarter provided that
written notice of such election is filed prior to the first
day of the quarter with the Staff Vice President,
Compensation.
(e) Certain restrictions shall apply to investments
in this Plan as follows:
(1) investment allocation percentages to any
of the investment options shall be in 5%
increments as to each chosen option;
(2) in the absence of any complete
designation or in the case of no
designation at all, the Insurance
Contract Fund shall be deemed to have
been elected as to any undesignated
percentage;
(3) transfers between the Insurance Contract
Fund and the Fidelity Retirement Money
Market Portfolio are not permitted,
except as may be periodically allowed;
(4) investment of Compensation in the chosen
options shall be deemed made the first
business day of the month following its
normal payment date in the absence of
deferral;
(5) the increase/decrease credited to each
month's beginning balance shall be based
upon the net income factor assigned to
each eligible investment option from the
USP with such factors including all
realized and unrealized income associated
with each option and net of any expenses
or accruals provided for under USP; and
-4-
(6) the amount deferred shall be credited
with the pro-rata income factor of the
Insurance Contract Fund for the number of
days (if more than 5) between the normal
payment date in the absence of deferral
and the effective date of investment at
the beginning of the next following
month.
(f) The Committee shall have the authority to
modify the rules and restrictions relating to Plan
investments as it, in its discretion, deems necessary and
in accord with the investment practices in place under the
USP.
Article IV
Treatment of Deferred Amounts
-----------------------------
4.1 Memorandum Account. The Corporation shall establish on its
books a memorandum account for each Officer who has
deferred Designated Incentive Compensation under this
Plan. To this account shall be credited deferrals and
incremental amounts equivalent to the income factors
assigned to each form of eligible investment option in the
USP. Payments to the Officer or Beneficiary as defined in
Article V following termination of service shall be debited
to the account. No assets shall be segregated or earmarked
in respect to any deferrals or reinvestments and no Officer
shall have any right to assign, transfer, pledge or
hypothecate his/her interest or any portion thereof in
his/her account. The Plan and the crediting of accounts
hereunder shall not constitute a trust and shall be merely
for the purpose of recording an unsecured contractual
obligation.
Article V
Payment of Deferred Amounts
---------------------------
5.1 Payment Election. The Officer electing to defer Designated
Incentive Compensation shall have the right, at the time of
making such deferral election, to specify the receipt of
payment of such deferred Compensation in either a lump sum
payment or annual installments (not exceeding 10
installment payments) as elected by the Officer. Payment
shall be made in a lump sum if no election or form of
payment has been timely made by the Officer. An election
of form of payment, once timely made, may be revoked and a
new election of form of payment (the "Revised Election")
may be made at any time prior to the date that is ninety
days before the Officer's termination of employment or, if
an election under (1) below has been made, the later
-5-
termination of the individual's services as an Officer,
provided, however, that in no event may an Officer's
Revised Election designate a form of payment that is more
rapid than that previously designated by the Officer. The
Revised Election shall be effective unless the Senior
Management Compensation Committee, whose members are
appointed by the Board of Directors, disapproves such
Revised Election within ten days of its filing with the
Staff Vice President, Compensation.
Under a Revised Election made in the form authorized by the
Committee, the Officer may designate:
(1) a modification of the normal triggering event for
payment (i.e., termination of employment) to a later
termination of the individual's services as an
Officer, and/or
(2) a greater number of installments (not exceeding 10)
or installment payments in place of a prior lump sum
payment election, and/or
(3) further deferral of the commencement of payment to a
date later than the normal date of payment described
in this Article V, provided, in such event, the
Revised Election shall be limited to a number of
installments less than 10, so as not to extend the
maximum payout term permitted under the Officer's
original election (except to the extent affected by
the election made in (1) above).
Unless a Revised Election is made as provided under this
Article V, payment of Deferred Compensation shall be made,
or commence, no later than ninety days following the
Officer's termination of employment.
5.2 Form and Time of Payment. All payments of cash deferrals
under this Plan shall be made in cash. Unless otherwise
elected by the Officer, the payment or commencement of
payment of account balances hereunder shall occur as soon
as practicable, but in no event later than ninety days,
following the Officer's termination of employment (or
termination of services as an Officer, if applicable).
5.3 Valuation. The account balance available for payment shall
be the ending balance as of the latest month valued plus a
prorated income factor of the Insurance Contract Fund for
the number of days (if more than 5) between the valuation
date and the subsequent date of disbursement.
The amount of each annual installment payment to an Officer
shall be determined by dividing the value of the deferral
units (including incremental amounts) at the time of the
installment payment in the Officer's account by the number
of installments remaining to be paid.
-6-
5.4 Special Payment. Notwithstanding any other provision of
this Plan to the contrary, the Corporation in its sole
discretion may accelerate the payment of deferrals to an
Officer or to all Officers or to a Beneficiary whether
before or after the Officer's termination of service, for
reasons of individual hardship, death, changes in the tax
laws or accounting principles.
5.5 Beneficiary. Beneficiary under this Plan is the person or
persons designated from time to time in writing by a
participating Officer to receive payments after the death
of such Officer or, in the absence of any such designation
or in the event that such designated person or persons
shall predecease such Officer, his/her estate.
Article VI
Change in Control
-----------------
6.1 Withdrawal Election. Notwithstanding any other provision
of the Plan to the contrary, in the event of a "change in
control," as defined below, each Officer may elect to
receive a single sum payment of all or any portion of
his/her account balance. Such election shall only be
effective if delivered to the Staff Vice President,
Compensation within the ninety-day period immediately
following the date of the occurrence of the change in
control. If such election is timely made, the Officer
shall be entitled to receive, at his/her election, either
of the following amounts:
(1) The full value or any portion thereof of his/her
account balance available for payment (as described
in Article V), minus an 8% early withdrawal penalty;
or
(2) The full value or any portion thereof of his/her
account balance available for payment (as described
in Article V), minus a 6% early withdrawal penalty,
provided, however, that in addition to the early
withdrawal penalty, the Officer shall be suspended
from making tax-deferred contributions to the Unisys
Savings Plan or any equivalent subsidiary savings
plan for the full calendar year immediately following
the date on which the election is filed.
Payment of such withdrawal shall be made as soon as
possible after receipt of the Officer's election.
The Committee, upon the advice of counsel, may modify
the penalties described in (1) and/or (2) above in
any way it deems appropriate and consistent with the
purposes of the Plan.
-7-
6.2 Litigation Expenses. If litigation is brought by the
Officer or the Officer's Beneficiary after a change in
control to enforce or interpret any provision of the Plan,
the Corporation to the extent permitted by applicable law
shall reimburse the Officer (or Beneficiary) for the
reasonable fees and disbursements of his/her counsel
incurred in such litigation.
6.3 Change in Control Definition. For purposes of this
Article VI, a "change in control" shall mean:
(a) The acquisition, other than from the Corporation, by
any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange
Act")) of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 20%
or more of either (i) the then outstanding shares of
common stock of the Corporation (the "Outstanding
Company Common Stock") or (ii) the combined voting
power of the then outstanding voting securities of
the Corporation entitled to vote generally in the
election of directors (the "Company Voting
Securities"), provided, however, that any acquisition
by (x) the Corporation or any of its subsidiaries, or
any employee benefit plan (or related trust)
sponsored or maintained by the Corporation or any of
its subsidiaries or (y) any corporation with respect
to which, following such acquisition, more than 60%
of, respectively, the then outstanding shares of
common stock of such corporation and the combined
voting power of the then outstanding voting
securities of such corporation entitled to vote
generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who
were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Company Voting
Securities immediately prior to such acquisition in
substantially the same proportion as their ownership,
immediately prior to such acquisition, of the
Outstanding Company Common Stock and Company Voting
Securities, as the case may be, shall not constitute
a Change in Control; or
(b) Individuals who constitute the Incumbent Board cease
for any reason to constitute at least two thirds of
the Board. For the purposes of this Article VI (b)
the Incumbent Board shall mean the individuals who
constitute the Board as of October 26, 1989 and any
individual who becomes a director subsequent to
October 26, 1989 whose election or nomination for
election by the Corporation was approved by a vote of
-8-
at least a majority of the directors then comprising
the Incumbent Board, but excluding, for this purpose,
any such individual whose initial assumption of
office is in connection with an actual or threatened
election contest relating to the election of members
of the Board; or
(c) Approved by the shareholders of the Corporation of a
reorganization, merger or consolidation (a "Business
Combination"), in each case, with respect to which
all or substantially all of the individuals and
entities who were the respective beneficial owners of
the Outstanding Company Common Stock and Company
Voting Securities immediately prior to such Business
Combination do not, following such Business
Combination, beneficially own, directly or
indirectly, more than 60% of, respectively, the then
outstanding shares of common stock and the combined
voting power of the then outstanding voting
securities entitled to vote generally in the election
of directors, as the case may be, of the corporation
resulting from such Business Combination in
substantially the same proportion as their ownership
immediately prior to such Business Combination of the
Outstanding Company Common Stock and Company Voting
Securities, as the case may be; or
(d) (i) A complete liquidation or dissolution of the
Corporation or (ii) the sale or other disposition of
all or substantially all of the assets of the
Corporation other than to a corporation with respect
to which, following such sale or disposition, more
than 60% of, respectively, the then outstanding
shares of common stock and the combined voting power
of the then outstanding voting securities entitled to
vote generally in the election of directors is then
owned beneficially, directly or indirectly, by all or
substantially all of the individuals and entities who
were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Company Voting
Securities immediately prior to such sale or
disposition in substantially the same proportion as
their ownership of the Outstanding Company Common
Stock and Company Voting Securities, as the case may
be, immediately prior to such sale or disposition.
Notwithstanding any other provision of the Plan to
the contrary, no amendment to this Article VI (nor
any other amendment to the Plan that would materially
affect an Officer's rights under this Article VI)
shall be permitted after a change in control.
-9-
Article VII
Special Withdrawal Windows
--------------------------
7.1 Committee Discretion. The Committee, in its discretion,
shall have the authority to offer opportunities to Officers
to elect an early payment of their account balances
hereunder under such terms and conditions as are deemed
necessary and appropriate by the Committee, provided,
however, that unless otherwise authorized by the Board, the
Committee may not offer more than one such opportunity to
elect an early payment in any calendar year.
Article VIII
Miscellaneous
8.1 Amendment. The Board may modify or amend, in whole or in
part, any of or all the provisions of the Plan, or suspend
or terminate it entirely; provided, however, that any such
modification, amendment, suspension or termination may not,
without the participating Officer's consent, adversely
affect any deferral credited to him or her for any period
prior to the effective date of such modification,
amendment, suspension or termination. The Plan shall
remain in effect until terminated pursuant to this
provision.
8.2 Administration. The Compensation and Organization
Committee of the Board of the Corporation shall have the
sole authority to interpret the Plan and in their
discretion to establish and modify administrative rules for
the Plan. Such Committee shall be comprised of not less
than three members of the Board, who are not eligible to
participate under the Plan, selected from time to time by
the Board.
All expenses and costs in connection with the operation of
this Plan shall be borne by the Corporation.
The Corporation shall have the right to deduct from any
payment to be made pursuant to this Plan any federal, state
or local taxes required by law to be withheld.
8.3 Governing Law. The Plan shall be construed and its
provisions enforced and administered in accordance with the
laws of the Commonwealth of Pennsylvania except as such
laws may be superseded by any federal law.
Article IX
Transfer of Account Balance
---------------------------
9.1 Transfer to Director's Plan. Notwithstanding any election
of form of payment made hereunder, an Officer who,
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following his termination of employment as an Officer, will
be eligible to participate in the Deferred Compensation
Plan for Directors of Unisys Corporation ("Director's
Plan") may elect at any time prior to the date that is
ninety days before the Officer's termination of employment
(or if an appropriate election had been made under Article
III, the Officer's termination of services as an Officer)
to transfer all or any portion of his account balance to
the Director's Plan. Such transfer must occur prior to the
date that payments of the Officer's account balance would
otherwise be made, or commence, hereunder. Upon transfer,
the Officer's Account Balance (or portion thereof
transferred) will be subject to the terms and conditions of
the Director's Plan; provided, however, that any election
of form of payment made under the Director's Plan with
respect to the amount transferred may not provide for a
form of payment that is in any way more rapid than the form
of payment in effect under this Plan with respect to such
amounts immediately prior to transfer to the Director's
Plan.
Valuation of the account balance (or portion thereof) to be
transferred shall be made consistent with the valuation
provisions described in Article V.
Upon transfer, the Officer's (or Officer's beneficiary's)
rights hereunder with respect to the amounts transferred
shall cease.
EXHIBIT 10.2
January 1, 1994
DEFERRED COMPENSATION PLAN
--------------------------
FOR DIRECTORS OF UNISYS CORPORATION
-----------------------------------
Article I
Purpose
-------
1.1 Purpose. The purpose of the Deferred Compensation
Plan for Directors (the "Plan") of Unisys Corporation (the
"Corporation") is to offer members of the Board of Directors of
the Corporation (the "Board") who are not, at the time of
filing a form of election, employees of the Corporation the
opportunity to defer receipt of their directors' compensation,
under the terms advantageous to both the Director and the
Corporation, until termination of the Director's service with
the Corporation.
Article II
Authority
---------
2.1 Effective Date. The Board approved the Plan on
November 20, 1981, and including subsequent amendments, the
Plan is restated effective January 1, 1994.
2.2 Authority. Any decision made or action taken by the
Corporation, any of its officers, the Board or the Compensation
and Organization Committee (the "Committee") arising out of or
in connection with the construction, administration,
interpretation and effect of the Plan shall be within the
absolute discretion of all and each of them, as the case may
be, and will be conclusive and binding on all parties. No
member of the Board and no employee of the Corporation shall be
liable for any act or action hereunder, whether of omission or
commission, by any other member or employee or by any agent to
whom duties in connection with the administration of the Plan
have been delegated or, except in circumstances involving
his/her bad faith, for anything done or omitted to be done by
himself or herself.
Article III
Deferral of Compensation
------------------------
3.1 Deferral Election. Each Director may elect to have
all or a portion of his/her Compensation for any calendar year
deferred under the Plan. "Compensation" includes payments for
services as a Director of the Corporation and may include
directors' fees as well as Board or Committee meeting fees, but
excludes any mandatory remuneration paid in the form of stock
and/or stock units. Such election shall be executed in writing
by the Director and filed on an annual basis in a timely manner
(normally prior to the start of the fiscal year during which
such Compensation is earned) on a form furnished by the
-2-
Secretary of the Corporation. An election, once made, shall be
irrevocable with respect to payments for the fiscal year to
which it applies. The election will specify that the Director
desires to have all or a specified percentage of his/her cash
Compensation for the year deferred under the Plan.
3.2 Investment Options.
(a) Each participant may elect, at the same time as
the election to defer compensation is made, to have current
deferrals invested in one or more of the investment measurement
options available under the Plan. Such investment election
with respect to current deferrals may be changed as of the
first day of any quarter provided that written notice of such
election is filed prior to the first day of that quarter with
the Secretary of the Corporation.
(b) Effective January 1, 1994, the investment
measurement options available under the Plan are five of the
six investment options available under the Unisys Savings Plan
(the "USP"), as follows: (1) the Fidelity Retirement Money
Market Portfolio, (2) the Fidelity Asset Manager: Growth Fund,
(3) the Fidelity Magellan Fund, (4) the Fidelity Asset Manager
Fund and (5) the Insurance Contract Fund.
(c) Effective January 1, 1994, deferred amounts
credited to the Director's memorandum account allocated to the
investment measurement options available under the Plan prior
to January 1, 1994 will be transferred to the investment
measurement options described in Subsection (b) as follows:
Short Term Investment Fund - Fidelity Retirement Money
Market Portfolio
Indexed Equity Fund - Fidelity Asset Manager: Growth
Fund
Active Equity Fund - Fidelity Magellan Fund
Diversified Fund - Fidelity Asset Manager Fund
Insurance Contract Fund - No change
(d) Subject to the restrictions described in
Subsection (e), transfers of existing account balances among
the investment measurement options will be permitted as of the
first day of a calendar quarter provided that written notice of
such election is filed prior to the first day of the quarter
with the Secretary of the Corporation.
(e) Certain restrictions shall apply to investments
in this Plan as follows:
(1) investment allocation percentages to any
of the investment options shall be in 5%
increments as to each chosen option;
-3-
(2) in the absence of any complete designation
or in the case of no designation at all,
the Insurance Contract Fund shall be
deemed to have been elected as to any
undesignated percentage;
(3) transfers between the Insurance Contract
Fund and the Fidelity Retirement Money
Market Portfolio are not permitted, except
as may be periodically allowed;
(4) investment of Compensation in the chosen
options shall be deemed made the first
business day of the month following its
normal payment date in the absence of
deferral;
(5) the increase/decrease credited to each
month's beginning balance shall be based
upon the net income factor assigned to
each eligible investment option from the
USP with such factors including all
realized and unrealized income associated
with each option and net of any expenses
or accruals provided for under USP; and
(6) the amount deferred shall be credited with
the pro-rata income factor of the
Insurance Contract Fund for the number of
days (if more than 5) between the normal
payment date in the absence of deferral
and the effective date of investment at
the beginning of the next following month.
(f) The Committee shall have the authority to modify
the rules and restrictions relating to Plan investments as it,
in its discretion, deems necessary and in accord with the
investment practices in place under the USP.
ARTICLE IV
Stock Units
-----------
4.1. Frozen Stock Units Account. Effective November 21,
1991, the Stock Units Account was no longer an available
investment option under this Plan and amounts invested in the
Account were frozen as to future investment option transfers.
Amounts invested in the Stock Units Accounts through
November 21, 1991 continue to be held under this Plan.
Dividends and other adjustments to the Stock Units Account
will be made in accordance with Section 4.2.
-4-
4.2 Dividends and Other Adjustments. If the Corporation
shall issue a stock dividend on the common stock, stock
dividend equivalents shall be credited to the Director's Stock
Units Account, as of the dividend payment date, as Stock Units
in the same amount as the stock dividends to which the Director
would have been entitled if the Stock Units were shares of
common stock. The Director's Stock Units Account shall be
appropriately adjusted to reflect splits, reverse splits, or
comparable changes to the Corporation's common stock. Cash
dividends shall be converted to stock units (or portions
thereof) based on the value of Unisys Common Stock (i.e., the
average of the highest and lowest prices reported on the
Composite Tape for New York Stock Exchange Companies) on the
dividend payment date.
ARTICLE V
Treatment of Deferred Amounts
-----------------------------
5.1 Memorandum Account. The Corporation shall establish
on its books a memorandum account for each Director who has
deferred Compensation under this Plan. To this account shall
be credited deferrals and incremental amounts equivalent to the
income factors assigned to each form of eligible investment
option in the USP. Payments to the Director or Beneficiary (as
defined in Section 6.3) shall be debited to the account. No
assets shall be segregated or earmarked in respect to any
deferrals or reinvestments and no Director shall have any right
to assign, transfer, pledge or hypothecate his/her interest or
any portion thereof in his/her account. The Plan and the
crediting of accounts hereunder shall not constitute a trust
and shall be merely for the purpose of recording an unsecured
contractual obligation.
ARTICLE VI
Payment
-------
6.1 Payment Election.
(a) Each time the Director makes his/her election to
defer Compensation, the Director shall designate the form in
which payment of such deferred amounts shall be made. The
Director may elect payment in either a single sum or in annual
installments (not to exceed ten installment payments). Payment
shall be made in a lump sum if no election of form of payment
is timely made by the Director.
(b) An election of form of payment, once timely
made, may be revoked and a new election of form of payment (the
"Revised Election") may be made at any time prior to the date
that is ninety days before termination of the individual's
service as a Director provided, however, that in no event may a
-5-
Director's Revised Election designate a form of payment that is
more rapid than that previously designated by the Director.
Under a Revised Election made in the form authorized by the
Committee, the Director may designate:
(1) a greater number of installments (not
exceeding 10) or installment payments in
place of a prior lump sum payment
election, and/or
(2) further deferral of the commencement of
payment to a date later than the normal
date of payment provided, in such event,
the Revised Election shall be limited to a
number of installments less than 10, so as
not to extend the maximum payout term
permitted under the Director's original
election.
(c) Unless a Revised Election is made as provided in
Subsection (b), payment of deferred amounts shall be made, or
commence, no later than ninety days following termination of
the individual's service as Director.
6.2 Payment Upon Termination of Service.
(a) Following termination of service, all payments
of deferred amounts under this Plan including, without
limitation, amounts represented by Corporation Stock Units,
shall be made in cash.
(b) In determining the amount to be paid upon
termination of service, the following shall apply:
(1) Except with respect to Corporation Stock
Units, the account balance available for
payment shall be the ending balance as of
the latest month valued plus a pro-rated
income factor of the Insurance Contract
Fund for the number of days (if more than
5) between the valuation date and the
subsequent date of disbursement;
(2) The cash value of the Director's
Corporation Stock Units Account shall
include: (i) the value of the product of
the number of Stock Units credited to the
Director's account multiplied by the
average of the highest and the lowest New
York Stock Exchange composite tape market
prices on the date of termination of
services as a Director (or if there be no
such sale on such day, the next preceding
trading day) and, (ii) earnings based
upon (i) herein until paid measured by the
Insurance Contract Fund of the USP.
-6-
(3) The amount of each annual installment
payment to a Director shall be determined
by dividing the value of the Director's
Account at the time of the installment
payment by the number of installments
remaining to be paid.
6.3 Beneficiary. Beneficiary under this Plan is the
person or persons designated from time to time in writing by a
participating Director to receive payments after the death of
such Director or, in the absence of any such designation or in
the event that such designated person or persons shall
predecease such Director, his/her estate.
6.4 Early Withdrawals.
(a) Notwithstanding any other provision of the Plan
to the contrary, the Committee, in its sole discretion, may
accelerate the payment of deferred account balances to a
Director or to all Directors or to a Beneficiary (whether
before or after termination of service), for reasons of
hardship, death, changes in the tax laws or accounting
principles. In addition, the Committee, in its sole
discretion, shall have the authority to offer opportunities to
Directors and Beneficiaries to elect an early payment of their
deferred account balances hereunder under such terms and
conditions (including the assessment of early withdrawal
penalties) as are deemed necessary and appropriate by the
Committee, provided, however, that unless otherwise authorized
by the Board, the Committee may not offer more than one such
opportunity to elect an early payment in any calendar year.
(b) With respect to any early payment made pursuant
to this Section 6.4, that portion of the deferred account
balance invested in the Stock Units Fund will be paid no
earlier than six months after the effective date of the
Director's or Beneficiary's election to receive such early
payment and the value of the Stock Units Fund to be paid (as
described in Section 6.2(b)(2)) will be determined on the date
that is six months following the effective date of such
election.
Article VII
Change in Control
-----------------
7.1 Withdrawal Election.
(a) Notwithstanding any other provision of the Plan
to the contrary, in the event of a "change in control," as
defined below, each Director may elect to receive a single sum
payment of all or any portion of his/her account balance
including, without limitation, the portion represented by
his/her frozen Corporation Stock Units Account. Such election
shall only be effective if delivered to the Secretary of the
Corporation within the ninety-day period immediately following
the date of the occurrence of the change in control.
-7-
(b) If an election is timely made, the Director (or
Beneficiary) will be entitled to receive, as soon as
practicable after the expiration of the ninety-day period, an
amount equal to (1) the full value or any portion thereof of
the deferred account balance (except that portion invested in
the Stock Units Fund), minus (2) an early withdrawal penalty
equal to 8% of the total value of (1). With respect to that
portion of the deferred account balance invested in the Stock
Units Fund, such portion shall be valued on the date that is
six months following the effective date of the election to
receive such payment and the Director or Beneficiary will be
entitled to receive, as soon as practicable thereafter, an
amount equal to(i) the full value or any portion thereof of the
Stock Units Fund minus (ii) an early withdrawal penalty equal
to 8% of the total value of (i). The Committee, upon advice of
counsel, may modify the early withdrawal penalty described
above in any way it deems appropriate and consistent with the
purposes of the Plan.
7.2 Litigation Expenses. If litigation is brought by the
Director or the Director's Beneficiary after a change in
control to enforce or interpret any provision of the Plan, the
Corporation to the extent permitted by applicable law shall
reimburse the Director (or Beneficiary) for the reasonable fees
and disbursements of counsel incurred in such litigation.
7.3 Change in Control Definition. For purposes of this
Article VII, a "change in control" shall mean:
(a) The acquisition, other than from the
Corporation, by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) of
beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either
(i) the then outstanding shares of common stock of the
Corporation (the "Outstanding Company Common Stock") or (ii)
the combined voting power of the then outstanding voting
securities of the Corporation entitled to vote generally in the
election of directors (the "Company Voting Securities"),
provided, however, that any acquisition by (x) the Corporation
or any of its subsidiaries, or any employee benefit plan (or
related trust) sponsored or maintained by the Corporation or
any of its subsidiaries or (y) any corporation with respect to
which, following such acquisition, more than 60% of,
respectively, the then outstanding shares of common stock of
such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to
vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company
Common Stock and Company Voting Securities immediately prior to
such acquisition in substantially the same proportion as their
-8-
ownership, immediately prior to such acquisition, of the
Outstanding Company Common Stock and Company Voting Securities,
as the case may be, shall not constitute a Change in Control;
or
(b) Individuals who constitute the Incumbent Board
cease for any reason to constitute at least two thirds of the
Board. For the purposes of this Article VII (b) the Incumbent
Board shall mean the individuals who constitute the Board as of
May 30, 1991 and any individual who becomes a director
subsequent to May 30, 1991 whose election or nomination for
election by the Corporation was approved by a vote of at least
a majority of the directors then comprising the Incumbent
Board, but excluding, for this purpose, any such individual
whose initial assumption of office is in connection with an
actual or threatened election contest relating to the election
of members of the Board; or
(c) Approval by the shareholders of the Corporation
of a reorganization, merger or consolidation (a "Business
Combination"), in each case, with respect to which all or
substantially all of the individuals and entities who were the
respective beneficial owners of the Outstanding Company Common
Stock and Company Voting Securities immediately prior to such
Business Combination do not, following such Business
Combination, beneficially own, directly or indirectly, more
than 60% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation
resulting from such Business Combination in substantially the
same proportion as their ownership immediately prior to such
Business Combination of the Outstanding Company Common Stock
and Company Voting Securities, as the case may be; or
(d) (i) A complete liquidation or dissolution of the
Corporation or (ii) the sale or other disposition of all or
substantially all of the assets of the Corporation other than
to a corporation with respect to which, following such sale or
disposition, more than 60% of, respectively, the then
outstanding shares of common stock and the combined voting
power of the then outstanding voting securities entitled to
vote generally in the election of directors is then owned
beneficially, directly or indirectly, by all or substantially
all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock
and Company Voting Securities immediately prior to such sale or
disposition in substantially the same proportion as their
ownership of the Outstanding Company Common Stock and Company
Voting Securities, as the case may be, immediately prior to
such sale or disposition.
Notwithstanding any other provision of the Plan to the
contrary, no amendment to this Article VI (nor any other
amendment to the Plan that would materially affect a Director's
rights under this Article VI) shall be permitted after a change
in control.
-9-
Article VIII
Miscellaneous
-------------
8.1 Amendment and Termination. The Board may modify or
amend, in whole or in part, any of or all of the provisions of
the Plan, or suspend or terminate it entirely; provided,
however, that any such modification, amendment, suspension or
termination may not, without the participating Director's
consent, adversely affect any deferral credited to him or her
for any period prior to the effective date of such
modification, amendment, suspension or termination. The Plan
shall remain in effect until terminated pursuant to this
provision.
8.2 Expenses and Taxes. All expenses and costs in
connection with the operation of this Plan shall be borne by
the Corporation. The Corporation shall have the right to
deduct from any payment to be made pursuant to this Plan any
federal, state or local taxes required by law to be withheld.
8.3 Governing Law. The Plan shall be construed and its
provisions enforced and administered in accordance with the
laws of the Commonwealth of Pennsylvania except as such laws
may be superseded by any federal law.
Article IX
Transfers from Officer's Plan
-----------------------------
Notwithstanding any other provision of the Plan to the
contrary, a Director who is also an officer of Unisys
Corporation and who is a participant in the Deferred
Compensation Plan for Officers of Unisys Corporation
("Officer's Plan") may elect to transfer into this Plan any or
all of his/her account balance in the Officer's Plan. Upon
transfer, such amounts shall be subject to the terms and
conditions of this Plan, provided that all elections previously
made under the Officer's Plan with respect to such amounts
shall continue in effect until otherwise modified hereunder.
Notwithstanding the payment election provisions described in
Article VI hereof, in no event may a Director elect a form of
payment with respect to amounts transferred from the Officer's
Plan that is any more rapid than the form of payment in effect
under the Officer's Plan upon such transfer.
EXHIBIT 10.3
UNISYS INFORMATION SERVICES
---------------------------
LONG-TERM INCENTIVE PLAN
------------------------
The Information Services (IS) Long-Term Incentive Plan (the Plan)
is a new compensation program developed for certain key executives
of IS. By design, the Plan encourages IS executives to attend to
the longer-term performance of the Company by granting awards
contingent on IS meeting predetermined financial targets during a
multi-year period.
This is a one-time plan covering the period January 1, 1993 through
December 31, 1995 (the Award Cycle).
Details of the Plan follow.
Eligibility
- -----------
Eligibility for the Plan is limited to the Senior Vice President IS
and to selected members of Information Services senior management
selected by the Senior Vice President and approved by the President
and Chairman. Participation is not automatic for any salary level
and each potential participant must be nominated by the IS Senior
Vice President and approved by the President and Chairman.
New employees or current employees who are approved for
participation during the award cycle will be eligible to receive a
pro-rata portion of the Award, if any, for that portion of the Award
Cycle during which they participated in the Plan provided they had a
minimum of twelve (12) months participation retroactive to the date
of their original participation.
Award Criteria
- --------------
A target performance award--that is, the gross amount you would be
entitled to, assuming achievement of 100% of target objectives,
during and at the end of the three-year cycle--has been determined
for you.
Of the amount ultimately received 70% depends on the degree that
Information Services achieves the predetermined financial
performance targets during the course of the Award Cycle and 30% on
the assessment of your personal contributions by the Chairman and
the President.
If the targets for either the IS financial objectives or the
qualitative objectives are not met, you could receive no payout or
an amount that is less than your original target. If IS exceeds its
target financial objectives, you could receive a larger amount.
End revenue and Information Services profit are the two financial
measurements of IS award performance. Forty percent of your award
will depend on IS revenue attainment, and 30% on IS profit
attainment.
-2-
Revenue includes all commercial Information Services revenue as well
as hardware and software revenue directly related to the information
services revenue recognized at the time the associated cost is
recognized. This would include the revenue generated by the
utilization of Paramax resources on commercial accounts. The final
determination of hardware and software revenue to be included as
Information Services revenue will be made by the Chairman and the
President after consulting with the Senior Vice President and Chief
Financial Officer and the Senior Vice President, Information
Systems.
Profit is Information Services published gross margin less Corporate
IS staff SG&A expense. The profit calculation is prior to SG&A
expenses for division sales commissions, presales activity (for
hardware and software) and corporate allocations.
In the event of an acquisition of an information services firm by
Unisys during the term of this plan, the additional revenue and
profit will be taken into consideration to adjust the goals and
achievement levels of this plan. The revenue and profit acquired
will be eliminated from the calculation, but the growth in revenue
and profit after acquisition will be included.
All final determinations in connection with the calculation of
revenue and pretax profit shall be in the sole and exclusive
discretion of the Chairman and the President.
In addition, 30% of your payout will depend on the assessment by the
Senior Vice President IS, as approved by the Chairman and the
President, of your personal contributions during the Award Cycle.
-3-
INFORMATION SERVICES
LONG-TERM INCENTIVE PLAN
EXAMPLE OF FINANCIAL PERFORMANCE DETERMINATION
$(MILLION)
COMPOUND
1992 1993 1994 1995 ANNUAL
BASE MINIMUM MINIMUM FINANCIAL GROWTH
PERIOD REQUIREMENTS REQUIREMENTS GOALS RATE WEIGHTING
- --------------------------------------------------------------------------------------------------------------------
IS Revenue $664 <-> 9% <-> $723 <-> 9% <-> $789 <-> 38% <-> $1,090 18% 40%
IS Profit (OMP) 82 <-> 18% <-> 97 <-> 18% <-> 115 <-> 81% <-> 208 36% 30%
Personal Contribution Before $18M After all 30%
of Special Direct Costs
Investment
Fund - '93
GOAL ATTAINMENT
- ---------------
REVENUE PROFIT
- --------------------------------------------------------- -------------------------------------------------
REVENUE PAYOUT PROFIT PAYOUT
1995 PAYOUT % OF TOTAL 1995 PAYOUT % OF TOTAL
ACHIEVEMENT ACH. % PERCENT TARGET AWARD ACHIEVEMENT ACH. % PERCENT TARGET AWARD
- ----------- ------ ------- -------------- ----------- ------ ------- -------------
$1,200 110% 120% 48% $ 229 110% 120% 36%
1,090 100% 100% 40% 208 100% 100% 30%
982 90% 80% 32% 187 90% 80% 24%
873 80% 60% 24% 165 80% 60% 18%
< 873 < 80% 0 0 < 165 < 80% 0 0
Having accomplished 80% or more of the 1995 Financial Goals and depending on the attainment
of the 1993 and 1994 Minimum Requirements, these payouts will be factored as follows:
Factor
------
At or above 1993 and 1994 Minimum Requirements 1.00
Below 1993 or 1994 Minimum Requirements .67
Below 1993 and 1994 Minimum Requirements .33
-4-
Award Payment
- -------------
By the end of February, 1996, the Chairman and the President will
confirm the degree of achievement of the financial goals and will
determine the specific awards for plan participants. Award payments
will be made in cash in March of 1996. Payments under this program
do not qualify as eligible compensation under the Company's Pension
Plan.
Tax Implications
- ----------------
When the period ends and you receive your award, Unisys will be
required to withhold federal income taxes as well as applicable
state and local taxes.
Termination of Employment
- -------------------------
An executive who quits or is terminated for cause before the end of
the Award Cycle will forfeit his/her award. "Cause" is defined as
gross misconduct and/or continued documented poor performance.
An executive who terminates employment (after a minimum of twelve
month's participation) because of death or long-term disability or
accepts another position in Unisys at the request of Unisys will be
eligible for a pro rata award.
The Chairman and the President, at their sole discretion, may make
pro-rata awards to terminated participants under such terms and
conditions as it deems appropriate. The amount resulting from the
award will be determined and distributed to you or your estate net
of applicable withholding taxes in early 1996.
General
- -------
The Chairman and the President are empowered to select participants,
approve objectives and performance measurements, determine actual
awards, interpret plan provisions, and make all determinations
concerning the achievement of performance goals. All decisions in
connection with the administration and interpretation of the Plan
shall be retained by the Chairman and the President and such
decisions shall be binding and conclusive on all parties.
Unisys expects to make payments to Plan participants at the end of
the Award Cycle. The plan, however, is discretionary. Subject to
applicable laws and regulations, the Chairman and the President may
modify or terminate the Long-Term Incentive Plan. No such change,
however, would adversely affect your right to a pro-rated award
earned prior to the change.
EXHIBIT 11
UNISYS CORPORATION
STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
FOR THE THREE YEARS ENDED DECEMBER 31, 1993
(Millions, except share data)
1993 1992 1991
- --------------------------------------------------------------------------------------------------
Primary Earnings Per Common Share
Average Number of Outstanding Common Shares 162,735,752 161,649,778 161,552,060
Additional Shares Assuming Exercise of Stock Options 2,333,930 2,075,251 20,882
----------- ----------- -----------
Average Number of Outstanding Common Shares and
Common Share Equivalents 165,069,682 163,725,029 161,572,942
=========== =========== ===========
Income (Loss) Before Extraordinary Items and Changes
in Accounting Principles $ 361.6 $ 296.2 $( 1,393.3)
Dividends on Series A, B and C Preferred Stock ( 121.6) ( 122.1) ( 121.2)
----------- ----------- -----------
Primary Earnings (Loss) on Common Shares Before
Extraordinary Items and Changes in Accounting
Principles 240.0 174.1 ( 1,514.5)
Extraordinary Items ( 26.4) 65.0
Effect of Changes in Accounting Principles 230.2
----------- ----------- -----------
Primary Earnings (Loss) on Common Shares $ 443.8 $ 239.1 $( 1,514.5)
=========== =========== ===========
Primary Earnings (Loss) Per Common Share
Before Extraordinary Items and Changes in
Accounting Principles $ 1.46 $ 1.06 $( 9.37)
Extraordinary Items ( .16) .40
Effect of Changes in Accounting Principles 1.39
----------- ----------- -----------
Total $ 2.69 $ 1.46 $( 9.37)
=========== =========== ===========
Fully Diluted Earnings Per Common Share
Average Number of Outstanding Common Shares and
Common Share Equivalents 165,069,682 163,725,029 161,572,942
Additional Shares:
Assuming Conversion of Series A Preferred Stock 47,586,877 47,726,588
Assuming Conversion of 8-1/4% Convertible Notes 33,699,634 17,954 723
Attributable to Stock Options 193,741 133,489
----------- ----------- -----------
Common Shares Outstanding Assuming Full Dilution 246,549,934 181,813,241 209,299,530
=========== =========== ===========
Primary Earnings (Loss) on Common Shares Before
Extraordinary Items and Changes in Accounting
Principles $ 240.0 $ 174.1 $( 1,514.5)
Exclude Dividends on Series A Preferred Stock 106.8 107.1
Interest Expense on 8-1/4% Convertible Notes,
Net of Applicable Tax 17.8 15.8
----------- ----------- -----------
Fully Diluted Earnings (Loss) on Common Shares Before
Extraordinary Items and Changes in Accounting
Principles 364.6 189.9 ( 1,407.4)
Extraordinary Items ( 26.4) 65.0
Effect of Changes in Accounting Principles 230.2
----------- ----------- -----------
Fully Diluted Earnings (Loss) on Common Shares $ 568.4 $ 254.9 $( 1,407.4)
=========== =========== ===========
Fully Diluted Earnings (Loss) Per Common Share
Before Extraordinary Items and Changes in Accounting
Principles $ 1.48 $ 1.04 $( 6.72)
Extraordinary Items ( .11) .36
Effect of Changes in Accounting Principles .94
----------- ----------- -----------
Total $ 2.31 $ 1.40 $( 6.72)
=========== =========== ===========
Earnings (Loss) Per Common Share as Reported
Primary
Before Extraordinary Items and Changes in Accounting
Principles $ 1.46 $ 1.06 $( 9.37)
Extraordinary Items ( .16) .40
Effect of Changes in Accounting Principles 1.39
----------- ----------- -----------
Total $ 2.69 $ 1.46 $( 9.37)
=========== =========== ===========
Fully Diluted
Before Extraordinary Items and Changes in Accounting
Principles $ 1.48 $ 1.04 $( 9.37)
Extraordinary Items ( .11) .36
Effect of Changes in Accounting Principles .94
----------- ----------- -----------
Total $ 2.31 $ 1.40 $( 9.37)
=========== =========== ===========
Excludes assumed conversion and add back of dividends on Series A Convertible Preferred Stock
since it would have been antidilutive.
Based on weighted average number of outstanding common shares since the assumed conversion of
Series A Convertible Preferred Stock would have been antidilutive.
EXHIBIT 12
UNISYS CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
($ in millions)
Years Ended December 31
1993 1992 1991 1990 1989
- -------------------------------------------------------------------------------------
Income (loss) before income taxes $ 503.4 $ 435.6 $(1,288.3) $(337.3)$(554.3)
Add (deduct) share of loss (income)
of associated companies 14.5 3.2 ( 6.5) ( 51.8) ( 50.0)
-------- ------- --------- ------- -------
Subtotal 517.9 438.8 (1,294.8) (389.1) (604.3)
-------- ------- --------- ------- -------
Interest expense (net of interest
capitalized) 241.7 340.6 407.6 446.7 425.7
Amortization of debt issuance
expenses 6.6 4.8 1.8 1.5 1.6
Portion of rental expense
representative of interest 76.0 84.3 86.4 82.5 78.8
-------- ------- --------- ------- -------
Total Fixed Charges 324.3 429.7 495.8 530.7 506.1
-------- ------- --------- ------- -------
Earnings (loss) before income
taxes and fixed charges $ 842.2 $ 868.5 $( 799.0) $ 141.6 $( 98.2)
======== ======= ========= ======= =======
Ratio of earnings to
fixed charges 2.60 2.02
======== ======= ========= ======= =======
Earnings in 1991, 1990 and 1989 were inadequate to cover fixed charges by $1,294.8
million, $389.1 million and $604.3 million, respectively.
EXHIBIT 13
Management's Discussion and Analysis of
Financial Condition and Results of Operations
---------------------------------------------
Overview
- --------
In 1993, the Company reported net income of $565.4 million, or $2.31 per
fully diluted common share, compared to net income of $361.2 million, or
$1.40 per fully diluted common share, in 1992. Excluding the effects of
extraordinary items and accounting changes, fully diluted earnings per
common share in 1993 were $1.48 compared to $1.04 a year ago. In 1991,
the Company incurred a net loss of $1.4 billion, or $9.37 per common share
on both a primary and fully diluted basis. The loss included special charges
of $1.2 billion, covering work force reductions, plant and excess facilities
consolidation and other charges.
In 1993, significant progress was made in strengthening the Company's
balance sheet. In the year, inventories, receivables and total debt were
reduced by 14%, 22% and 18%, respectively; and since December 31, 1991,
these items have been reduced 48%, 62% and 45%, respectively. At
December 31, 1993, net debt as a percent of total capital was 29% compared
to 55% two years ago.
In 1993, the increase in the Company's profitability was driven principally
by cost reductions, as deterioration in the Company's European business
accelerated and market conditions in Japan continued weak, more than
offsetting growth in other parts of the business. Given the economic
uncertainties in these international markets, the Company continues to
rely on cost reductions as its principal means of driving profit and cash flow.
Results of Operations
- ---------------------
Revenue for 1993 was $7.7 billion, down 8% from 1992 revenue of $8.4 billion.
Approximately one-third of the revenue decline was due to the impact of
negative currency translation. In 1993, the Company began reporting the
following components of revenue: sales, services, and equipment maintenance.
Prior years' revenue reflects a reclassification to conform with the 1993
presentation. Sales declined 13% to $4.7 billion in 1993 from $5.4 billion in
1992, due to decreases in sales of enterprise systems and servers,
departmental servers and desktop systems and custom defense systems offset
in part by an increase in software revenue. Services revenue increased 19%
to $1.6 billion in 1993 from $1.3 billion in 1992 as the Company continued
to implement its strategy of becoming an information management solutions
provider. Equipment maintenance revenue declined 14% to $1.4 billion in 1993
from $1.7 billion in 1992, due principally to a decline in equipment sales
and improved product reliability.
Revenue for 1992 was $8.4 billion, down 3% from 1991 revenue of $8.7 billion.
Effective June 30, 1991, the Company sold its Communications and Networks
Group, comprised principally of its Timeplex, Inc. subsidiary. Excluding
Timeplex revenue of $124.8 million in 1991, 1992 revenue declined 2%. Revenue
from both the commercial and defense business declined from the prior year.
Sales declined 6% to $5.4 billion in 1992, due principally to a decline in
the sale of personal workstations (mainly to the U. S. government under a
large government contract) and the sale of Timeplex. These declines were
partially offset by growth in software, UNIX systems and the Company's two
large enterprise system families - the A Series and 2200 Series. Services
revenue increased 16% to $1.3 billion in 1992 from $1.1 billion in 1991.
Equipment maintenance declined 8% to $1.7 billion in 1992 from $1.8 billion
in 1991, due principally to a decline in equipment sales and improved product
reliability.
-2-
Revenue from international operations in 1993 was $3.6 billion, down 14% from
1992. Approximately 35% of this revenue decline was due to the impact of
negative currency translation. Revenue from U.S. operations in both 1993 and
1992 was $4.1 billion. Revenue from operations outside the U.S. in 1992 was
$4.3 billion, down 4% from 1991. Revenue from U.S. operations in 1992
declined 3% from 1991.
During the past three years, the Company received approximately 20% of its
revenue from custom defense systems. A substantial portion of this revenue
was derived from contracts with agencies of the U.S. Department of Defense
and the Canadian Department of National Defence. Any future declines in
defense industry spending could affect the Company's ability to obtain new
defense contracts, and no assurance can be given that current, in-process,
multiple-year contracts will not be downsized or discontinued.
Total gross profit margin increased to 37% in 1993 from 36% in 1992. Sales
gross profit margin in 1993 was 41% compared to 38% in 1992; services gross
profit margin for 1993 was 23% compared to 21% in 1992; and equipment
maintenance gross profit margin for 1993 was 43% compared to 42% in 1992.
Excluding restructuring charges, in 1991 the total gross profit margin was
32%, sales gross profit margin was 33%, services gross profit margin was 17%,
and equipment maintenance gross profit margin was 40%. Prior years' services
gross profit margin reflects a reclassification of certain selling, general
and administrative expenses to cost of services to conform with the 1993
presentation of such costs. This reclassification was made to better match
service costs with service revenue and produced no change to operating profit.
Selling, general and administrative expenses for 1993 was $1.6 billion, a
decrease of 7% from $1.8 billion in 1992. The decline was principally due
to the effects of continued tight cost management and foreign currency
translation. Selling, general and administrative expenses for 1992 were
$1.8 billion compared to $2.3 billion in 1991. Exclusive of restructuring
charges in 1991, selling, general and administrative expenses declined 10%.
The decline was principally due to the Company's repositioning actions.
Total employment at December 31, 1993 was approximately 49,000 compared to
approximately 54,300 at December 31, 1992 and 60,300 at December 31, 1991.
Research and development expenses in 1993 were $515.2 million compared to
$535.9 million in 1992, a decline of 4%. Research and development expenses
in 1992 were $535.9 million compared to $638.9 million in 1991. Exclusive
of special charges in 1991, research and development expenses declined 9%
in 1992 from 1991. The decline in all periods resulted from repositioning
actions which reduced managerial and administrative costs and focused
research and development efforts on core products.
As a result of the above, operating income was $734.1 million in 1993
(9.5% of revenue) compared to $720.7 million in 1992 (8.6% of revenue) and
an operating loss of $578.9 million in 1991 ($245.3 million operating income
exclusive of special charges, 2.8% of revenue).
Interest expense was $241.7 million in 1993, down from $340.6 million in
1992, reflecting principally lower average debt levels. Interest expense in
1992 was down from $407.6 million in 1991, reflecting both lower average debt
levels and lower average interest rates.
-3-
Other income in 1993 was $11.0 million compared to $55.5 million in 1992 and
an expense of $301.8 million in 1991. Excluding special charges of $375.4
million, 1991 other income was $73.6 million. Included in 1993 is a charge
of $20.0 million related to the "Ill Wind" settlement. This settlement
requires the Company to make contingency payments based on proceeds from
asset sales and on net income. The maximum contingent amount payable in
1994 under this settlement agreement is $30.0 million.
It is the Company's policy to minimize its exposure to foreign currency
fluctuations. On a net basis, and after taking into account the cost of
the Company's hedging program, foreign currency effects had a minimal
effect on pretax results in each of the past three years.
Income before income taxes for 1993 was $503.4 million, up 16% from $435.6
million in 1992. Income before income taxes in 1991 (which included a $1.2
billion special charge) was a loss of $1.3 billion.
Estimated income taxes were $141.8 million in 1993 compared with $139.4
million in 1992 and $105.0 million in 1991. Included in 1993 is a net
benefit of $19.2 million, or $.09 per fully diluted common share, relating
to a U.S. tax law change enacted in August. This law increases the top
corporate tax rate from 34% to 35% retroactive to January 1, 1993. Since
the Company has net deferred tax assets in the U.S., the effect of the
tax rate change was to increase these tax assets with a corresponding
reduction in provision for taxes.
Net income for 1993 was $565.4 million compared to $361.2 million in
1992 and a loss of $1.4 billion in 1991. Income before extraordinary
items and changes in accounting principles was $361.6 million in 1993,
up 22% from the 1992 level of $296.2 million. In 1991, income before
extraordinary items and changes in accounting principles was a loss of
$1.4 billion.
Excluding the effects of extraordinary items and accounting changes,
fully diluted earnings per common share in 1993 were $1.48 compared to
$1.04 in 1992. Because of the additional income caused by the accounting
changes adopted in 1993, the earnings per share computation for 1993
assumes the conversion of Series A preferred stock. The 1992 computation
did not assume such conversion since it would have been antidilutive.
If the 1993 computation had been made on a basis comparable to that of
1992, fully diluted earnings per common share before extraordinary items
and changes in accounting principles would have been $1.30 per share in
1993 compared to $1.04 per share in 1992.
Accounting Changes and Extraordinary Items
- ------------------------------------------
In December 1990, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 106, which establishes
accounting standards for postretirement benefits other than pensions. This
statement requires the Company to change from the cash basis of accounting
for such benefits by requiring the accrual, during the years that the
employees render services, of the estimated cost of providing such benefits.
SFAS 106 also requires the recognition of a transition obligation based on
the aggregate amount that would have been accrued in prior years if the
new rules had been in effect for those years. The Company adopted SFAS
106 effective January 1, 1993 and has recognized the entire transition
-4-
obligation. In November 1992, the Company announced changes to its
postretirement benefit plans, effective January 1, 1993, whereby the
Company's current subsidy will be phased out, ending as of January 1,
1996. Several lawsuits have been brought by plan participants challenging
the announced changes to the plans and the Company is defending them
vigorously. The recognition of the transition obligation decreased net
income for 1993 by $194.8 million, net of $124.5 million of income tax
benefits, or $.79 per fully diluted common share. Prior years' financial
statements have not been restated.
In February 1992,the FASB issued SFAS 109 which establishes financial
accounting and reporting standards for the effects of income taxes that
result from a company's activities during the current and preceding years.
The Company adopted this statement effective January 1, 1993. The
cumulative effect of this change increased net income for 1993 by
$425.0 million, or $1.73 per fully diluted common share. Prior years'
financial statements have not been restated.
At December 31, 1993, the Company had deferred tax assets in excess of
deferred tax liabilities of $1,123 million. For the reasons cited below,
management believes that it is more likely than not that $773 million of
such assets will be realized, therefore resulting in a valuation allowance
of $350 million. In assessing the likelihood of realization of this asset,
the Company has considered various factors including its forecast of
future taxable income and available tax planning strategies that could
be implemented to realize deferred tax assets.
The principal basis used to assess the likelihood of realization was the
Company's forecast of future taxable income which was adjusted by applying
varying probability factors to the achievement of this forecast. Forecasted
taxable income is expected to arise from ordinary and recurring operations
and to be sufficient to realize the entire amount of net deferred tax assets.
Approximately $2.3 billion of future taxable income (predominantly U.S.)
is needed to realize all of the net deferred tax assets.
The Company's net deferred tax assets include substantial amounts of net
operating loss and tax credit carryforwards. The major portion of such
carryforwards expire beyond the year 2003. In addition, substantial amounts
of foreign net operating losses have an indefinite carryforward period.
Failure to achieve forecasted taxable income might affect the ultimate
realization of the net deferred tax assets. In recent years, the computer
industry has undergone dramatic changes and there can be no assurance that
in the future there could not be increased competition or other factors which
may result in a decline in sales or margins, loss of market share, or
technological obsolescence. The Company will evaluate quarterly the
realizability of its net deferred tax assets by assessing its valuation
allowance and by adjusting the amount of such allowance if necessary.
In 1993, the Company settled lawsuits with Honeywell Inc. in connection
with its sale of the Sperry Aerospace Group in December 1986. The Company
will make payments of $43.2 million spread over three years toward a $70
million total settlement, with the remaining amounts to be paid by insurance
companies and an investment banking firm. The first of such payments of
$14.4 million was paid by the Company in June 1993. As a result of the
settlement, the Company recorded an extraordinary charge of $26.4 million,
net of $16.8 million of income tax benefits, or $.11 per fully diluted
common share.
-5-
In 1992, the Company recorded, in accordance with AICPA Opinion No. 11,
an extraordinary item of $65.0 million, or $.36 per fully diluted common
share, related to the tax benefit of book operating loss carryforwards.
Since these tax benefits were not previously recognized in the Company's
financial statements, accounting rules followed by the Company at that
time required that they be reported as an extraordinary item in the results
of operations in the period when they were realized.
Financial Condition
- -------------------
Net cash provided by operating activities amounted to $1,019.7, $1,176.5
and $919.5 million in 1993, 1992 and 1991, respectively. Investments in
properties and rental equipment were $196.8, $251.7 and $248.3 million
in 1993, 1992 and 1991, respectively. Proceeds from sales of properties
were $26.5, $90.3 and $344.1 million in 1993, 1992 and 1991, respectively.
The 1991 amounts included $206.8 million from the sale of Timeplex.
In March and July 1993, the Company redeemed all of its $200 million 9%
Notes due October 1, 1993, and all of its $100 million 10 3/4% Notes due
November 1, 1995, each at the redemption price of 100% of principal amount,
plus accrued interest. In January 1994, the Company announced that it would
redeem on February 11, 1994 the remaining $20 million outstanding 8.20%
Sinking Fund Debentures due 1996, at a redemption price of 100% of the
principal amount of the Debentures, plus accrued interest. In December 1993,
the Company repurchased $15.0 million of its debt. The Company intends,
from time to time, to continue to redeem or repurchase its debt securities
in the open market or in privately negotiated transactions depending upon
availability, market conditions and other factors.
In August 1993, the Securities and Exchange Commission declared effective
a registration statement filed by the Company covering $500 million of
debt or equity securities. Although the Company has no immediate plan for
its utilization, the registration statement enables the Company to be
prepared for future market opportunities. Proceeds from future offerings
of these securities are anticipated to be used for general corporate
purposes, including reduction or refinancing of debt.
In December 1992, the Company entered into a $300 million revolving credit
agreement with a syndicate of banks, which expires on May 31, 1995. This
agreement provides for short-term borrowings and up to $100 million of
letters of credit and replaced the Company's $1.25 billion revolving
credit agreement that was to expire January 11, 1993. During 1993,
there were no borrowings under this agreement.
At December 31, 1993, total debt was $2.1 billion, a decline of $453.1
million from December 31, 1992 principally due to the redemptions of the
Company's debt securities described above. Cash, cash equivalents and
marketable securities at December 31, 1993 were $950.5 million compared
to $882.8 million at December 31, 1992. During 1993, debt net of cash
and marketable securities decreased $520.8 million to $1.1 billion.
As a percent of total capital, debt net of cash and marketable securities
at December 31, 1993 was 29% compared to 42% at December 31, 1992.
-6-
The credit rating of the Company's senior long-term debt was increased
from B+ to BB- by Standard & Poor's Corporation in September 1993, from
B+ to BB by Duff & Phelps Inc. in July 1993 and from B1 to Ba3 by Moody's
Investors Service in May 1993.
Stockholders' equity increased $451.4 million during 1993, principally
reflecting net income of $565.4 million and an increase of $89.2 million
due to the contribution of seven million newly issued shares of the
Company's common stock to its U.S. pension plan, offset by preferred
dividends of $177.6 million and unfavorable currency translation
adjustments of $23.3 million.
In 1993, quarterly dividends of $1.40625 per share were declared on the
Company's Series A Cumulative Convertible Preferred Stock. The stated
quarterly dividend on Series A stock is $.9375. At December 31, 1993,
cumulative preferred dividends in arrears on all series of preferred
stock amounted to $107.8 million. In February 1994, the Company declared
a Series A dividend payable April 15, 1994 which includes full payment
of the Series A dividend arrearage.
In 1994, the Company expects to settle certain open tax years with the
Internal Revenue Service, which is expected to result in cash payments
by the Company of approximately $125 million. These payments will not
affect earnings since provision for these taxes has been made in prior years.
In November 1992, the FASB issued SFAS 112, "Employers Accounting for
Postemployment Benefits," which is required to be adopted by January 1,
1994. This statement establishes financial accounting standards for
employers that provide benefits to former or inactive employees after
employment but before retirement. In May 1993, the FASB issued SFAS 115,
"Accounting for Certain Investments in Debt and Equity Securities," which is
required to be adopted by January 1, 1994. This statement addresses the
accounting and reporting for investments in equity securities that have
readily determinable fair values and for all investments in debt securities.
The effect of adoption of these statements on the Company's consolidated
financial position and results of operations is expected to be immaterial.
-7-
Consolidated Statement of Income
Unisys Corporation
- -------------------------------------------------------------------------------
Year Ended December 31
(Millions, except per share data) 1993 1992 1991
===============================================================================
Revenue
Sales $4,705.4 $5,399.5 $5,714.6
Services 1,593.1 1,336.4 1,147.4
Equipment maintenance 1,444.0 1,686.0 1,834.1
- -------------------------------------------------------------------------------
7,742.5 8,421.9 8,696.1
- -------------------------------------------------------------------------------
Costs and expenses
Cost of sales 2,798.7 3,342.8 4,196.8
Cost of services 1,225.2 1,061.6 949.6
Cost of equipment maintenance 820.4 980.1 1,194.4
Selling, general and administrative expenses 1,648.9 1,780.8 2,295.3
Research and development expenses 515.2 535.9 638.9
- -------------------------------------------------------------------------------
7,008.4 7,701.2 9,275.0
- -------------------------------------------------------------------------------
Operating income (loss) 734.1 720.7 (578.9)
Interest expense 241.7 340.6 407.6
Other income (expense), net 11.0 55.5 (301.8)
- -------------------------------------------------------------------------------
Income (loss) before income taxes 503.4 435.6 (1,288.3)
Estimated income taxes 141.8 139.4 105.0
- -------------------------------------------------------------------------------
Income (loss) before extraordinary items and
changes in accounting principles 361.6 296.2 (1,393.3)
Extraordinary items (26.4) 65.0
Effect of changes in accounting principles 230.2
- -------------------------------------------------------------------------------
Net income (loss) 565.4 361.2 (1,393.3)
Dividends on preferred shares 121.6 122.1 121.2
- -------------------------------------------------------------------------------
Earnings (loss) on common shares $ 443.8 $ 239.1 $(1,514.5)
- -------------------------------------------------------------------------------
Earnings (loss) per common share
Primary
Before extraordinary items and changes
in accounting principles $ 1.46 $ 1.06 $ (9.37)
Extraordinary items (.16) .40
Effect of changes in accounting principles 1.39
- -------------------------------------------------------------------------------
Total $ 2.69 $ 1.46 $ (9.37)
- -------------------------------------------------------------------------------
Fully diluted
Before extraordinary items and changes
in accounting principles $ 1.48 $ 1.04 $ (9.37)
Extraordinary items (.11) .36
Effect of changes in accounting principles .94
- -------------------------------------------------------------------------------
Total $ 2.31 $ 1.40 $ (9.37)
===============================================================================
See notes to consolidated financial statements.
-8-
Consolidated Balance Sheet
Unisys Corporation
December 31 (Millions) 1993 1992
======================================================================
Assets
- ----------------------------------------------------------------------
Current Assets
Cash and cash equivalents $ 835.4 $ 809.1
Marketable securities 115.1 73.7
Accounts and notes receivable, net 1,088.2 1,326.3
Inventories 753.9 873.8
Deferred income taxes 313.4 433.0
Other current assets 94.1 114.8
- ----------------------------------------------------------------------
Total 3,200.1 3,630.7
- ----------------------------------------------------------------------
Long-term receivables, net 104.3 205.4
- ----------------------------------------------------------------------
Properties and rental equipment 2,776.0 3,075.6
Less-Accumulated depreciation 1,814.2 1,949.9
- ----------------------------------------------------------------------
Properties and rental equipment, net 961.8 1,125.7
- ----------------------------------------------------------------------
Cost in excess of net assets acquired 1,183.9 1,225.2
- ----------------------------------------------------------------------
Investments at equity 303.6 283.9
- ----------------------------------------------------------------------
Deferred income taxes 543.8
- ----------------------------------------------------------------------
Other assets 1,221.7 1,077.8
- ----------------------------------------------------------------------
Total $ 7,519.2 $ 7,548.7
======================================================================
- ----------------------------------------------------------------------
Liabilities and stockholders' equity
- ----------------------------------------------------------------------
Current Liabilities
Notes payable $ 6.0 $ 53.2
Current maturities of long-term debt 25.0 283.1
Accounts payable 1,027.0 1,058.0
Other accrued liabilities 1,016.1 1,213.1
Dividends payable 39.9 46.1
Estimated income taxes 251.9 330.9
- ----------------------------------------------------------------------
Total 2,365.9 2,984.4
- ----------------------------------------------------------------------
Long-term debt 2,025.0 2,172.8
- ----------------------------------------------------------------------
Other liabilities 432.8 147.4
- ----------------------------------------------------------------------
Stockholders' equity
Preferred stock 1,570.2 1,578.0
Common stock, shares issued:
1993 - 171.2; 1992 - 162.6 1.7 1.6
Retained earnings (accumulated deficit) 159.8 (228.0)
Other capital 963.8 892.5
- ----------------------------------------------------------------------
Stockholders' equity 2,695.5 2,244.1
- ----------------------------------------------------------------------
Total $7,519.2 $7,548.7
======================================================================
See notes to consolidated financial statements.
-9-
Consolidated Statement of Cash Flows
Unisys Corporation
- -------------------------------------------------------------------------------
Year Ended December 31 (Millions) 1993 1992 1991
===============================================================================
Cash flows from operating activities
Net income (loss) $ 565.4 $ 361.2 $(1,393.3)
Add (deduct) items to reconcile net
income (loss) to net cash provided by
operating activities:
Effects of extraordinary items and changes
in accounting principles: (203.8) (65.0)
Depreciation 290.8 357.0 459.4
Amortization:
Marketable software 144.6 131.8 241.0
Cost in excess of net assets acquired 41.3 41.4 251.2
Decrease (increase) in deferred income taxes, net 202.6 (12.2) (39.0)
Decrease in receivables, net 313.3 594.6 849.5
Decrease in inventories 119.9 151.0 372.3
(Decrease) increase in accounts payable and
other accrued liabilities (314.4) (347.1) 53.0
(Decrease) increase in estimated income taxes (164.9) 16.3 29.9
(Decrease) increase in other liabilities (61.2) (20.3) 42.1
Decrease (increase) in other assets 53.7 (172.6) (34.5)
Other 32.4 140.4 87.9
- -------------------------------------------------------------------------------
Net cash provided by operating activities 1,019.7 1,176.5 919.5
- -------------------------------------------------------------------------------
Cash flows from investing activities
Proceeds from investments 1,821.2 2,060.1 3,652.9
Purchases of investments (1,829.4) (2,033.7) (3,624.3)
Proceeds from marketable securities 146.5
Purchases of marketable securities (187.2) (73.7)
Proceeds from sales of properties 26.5 90.3 344.1
Investment in marketable software (118.7) (110.2) (167.7)
Capital additions of properties
and rental equipment (196.8) (251.7) (248.3)
Other .5
- -------------------------------------------------------------------------------
Net cash used for investing activities (337.9) (318.9) (42.8)
- -------------------------------------------------------------------------------
Cash flows from financing activities
Proceeds from issuance of debt 973.6
Principal payments of debt (394.4) (404.7) (525.8)
Net (reduction in) proceeds from
short-term borrowings (47.2) (1,362.2) 88.7
Dividends paid on preferred shares (183.7) (46.1) (26.5)
Other 7.1 1.7
- -------------------------------------------------------------------------------
Net cash used for financing activities (618.2) (837.7) (463.6)
- -------------------------------------------------------------------------------
Effect of exchange rate changes on
cash and cash equivalents (37.3) (24.4) (2.9)
- -------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents 26.3 (4.5) 410.2
- -------------------------------------------------------------------------------
Cash and cash equivalents, beginning of year 809.1 813.6 403.4
- -------------------------------------------------------------------------------
Cash and cash equivalents, end of year $ 835.4 $ 809.1 $ 813.6
===============================================================================
See notes to consolidated financial statements.
-10-
Notes to Consolidated Financial Statements
Unisys Corporation
1. Summary of significant accounting policies
Principles of consolidation
- ---------------------------
The consolidated financial statements include the accounts of all wholly
owned subsidiaries. Investments in companies representing ownership
interests of 20% to 50% are accounted for by the equity method.
Cash equivalents
- ----------------
All short-term investments purchased with a maturity of three months or
less are classified as cash equivalents.
Marketable securities
- ---------------------
Marketable securities, consisting principally of U.S. Government
securities, are carried at cost plus accrued interest, which approximates
market.
Inventories
- -----------
Inventories are valued at the lower of cost or market. Cost is determined
principally on the first-in, first-out method.
Properties, rental equipment and depreciation
- ---------------------------------------------
Properties and rental equipment are carried at cost and are depreciated
over the estimated lives of such assets using the straight-line method.
Leasehold improvements are amortized over the shorter of the asset lives
or the terms of the respective leases. The principal rates used are
summarized below by classification of properties:
- -------------------------------------------------
Rate per Year (%)
- -------------------------------------------------
Buildings 2 - 5
Machinery and equipment 5 - 25
Tools and test equipment 10 - 33 1/3
Rental equipment 25
- -------------------------------------------------
Revenue recognition
- -------------------
Sales revenue is generally recorded upon shipment of product in the case
of sales contracts, upon shipment of the program in the case of software,
and upon installation in the case of sales-type leases. Revenue from
service and rental agreements is recorded as earned over the lives of the
respective contracts.
Revenue under cost-type contracts is recognized when costs are incurred,
and under fixed-price contracts when products or services are accepted
and billings can be made. General and administrative expenses are charged
to income as incurred. Cost of revenue under long-term contracts is
charged based on current estimated total costs. When estimates indicate
a loss under a contract, cost of revenue is charged with a provision for
such loss.
-11-
Income taxes
- ------------
Income taxes are provided on taxable income at the statutory rates
applicable to such income. Deferred taxes have not been provided on the
cumulative undistributed earnings of foreign subsidiaries since such
amounts are expected to be reinvested indefinitely.
Earnings per common share
- -------------------------
In 1993 and 1992, the computation of primary earnings per share was based
on the weighted average number of outstanding common shares and
additional shares assuming the exercise of stock options. The computation
of fully diluted earnings per share for both years further assumes the
conversion of the 8 1/4% convertible subordinated notes due August 1,
2000. The computation of fully diluted earnings per share for 1993
further assumes conversion of Series A Cumulative Convertible Preferred
Stock. In 1991, both primary and fully diluted earnings per common share
were based on the weighted average number of outstanding common shares.
The inclusion of additional shares assuming the conversion of Series A
Cumulative Convertible Preferred Stock would have been antidilutive in
1992 and 1991. The shares used in the computations for the three years
ended December 31, 1993 were as follows (in thousands):
- ---------------------------------------------------
1993 1992 1991
- ---------------------------------------------------
Primary 165,070 163,725 161,552
Fully diluted 246,550 181,813 161,552
- ---------------------------------------------------
Cost in excess of net assets acquired
- -------------------------------------
Cost in excess of net assets acquired represents the excess of cost over
fair value of the net assets of Sperry Corporation and Convergent, Inc.,
which is being amortized on the straight-line method over 40 years and
12 years, respectively. Accumulated amortization at December 31, 1993 and
1992 was $524.7 and $483.4 million, respectively.
Software capitalization
- -----------------------
The cost of development of computer software to be sold or leased is
capitalized and amortized to cost of sales over the estimated
revenue-producing lives of the products, but not in excess of three years
following product release. Unamortized marketable software costs (which
are included in other assets) at December 31, 1993 and 1992 were $294.5
and $320.4 million, respectively.
Translation of foreign currency
- -------------------------------
The local currency is the functional currency for most of the Company's
international subsidiaries and, as such, assets and liabilities are
translated into U.S. dollars at year-end exchange rates. Income and
expense items are translated at average exchange rates during the year.
Translation adjustments resulting from changes in exchange rates are
reported in a separate component of stockholders' equity. Exchange gains
and losses on certain forward exchange contracts designated as hedges of
international net investments and exchange gains and losses on
intercompany balances of a long-term investment nature are also reported
in the separate component of stockholders' equity.
-12-
For those international subsidiaries operating in hyperinflationary
economies, the U.S. dollar is the functional currency and, as such,
nonmonetary assets and liabilities are translated at historical exchange
rates and monetary assets and liabilities are translated at current
exchange rates. Exchange gains and losses arising from translation are
included in other income.
The Company also enters into forward exchange contracts and options which
have been designated as hedges of certain transactional exposures. Gains
and losses on these instruments are deferred and will be recognized as
part of the transaction being hedged.
Reclassifications
- -----------------
Certain prior year amounts have been reclassified to conform with the
1993 presentation.
2. Accounting changes and extraordinary items
Effective January 1, 1993, the Company adopted the Financial Accounting
Standard Board's Statement of Financial Accounting Standards ("SFAS")
106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions," and SFAS 109, "Accounting for Income Taxes." The adoption of
SFAS 106 decreased net income $194.8 million, net of $124.5 million of
income tax benefits, or $.79 per fully diluted common share, and the
adoption of SFAS 109 increased net income by $425.0 million, or $1.73 per
fully diluted common share. For further discussion of SFAS 106 and 109,
see notes 14 and 4, respectively.
In 1993, the Company settled lawsuits with Honeywell Inc. in connection
with its sale of the Sperry Aerospace Group in December 1986. As a result
of the settlement, the Company recorded an extraordinary charge of $26.4
million, net of $16.8 million of income tax benefits, or $.11 per fully
diluted common share.
In 1992, the Company recorded an extraordinary item of $65.0 million, or
$.36 per fully diluted common share, related to the tax benefit of book
operating loss carryforwards. See note 4.
3. 1991 special charges
In 1991, the Company recorded pretax charges of $1,200.0 million covering
(a) $925.0 million for a work force reduction of approximately 10,000
people, product and market segment pruning, plant and excess facilities
consolidation and other charges, (b) $200.0 million for a write-down of
cost in excess of net assets acquired, and (c) $75.0 million for a
write-off of an investment in the preferred stock of Memorex Corporation.
-13-
4. Estimated income taxes
- ----------------------------------------------------------------------
Year ended December 31 (Millions) 1993 1992 1991
======================================================================
Income (loss) before income taxes
United States $375.7 $129.9 $(1,226.3)
Foreign 127.7 305.7 (62.0)
- ----------------------------------------------------------------------
Total income (loss)
before income taxes $503.4 $435.6 $(1,288.3)
======================================================================
Estimated income taxes
Current
United States $ (2.0) $ 38.4 $ 28.1
Foreign (34.3) 119.6 91.7
State and local (10.2) 2.3 .6
- ----------------------------------------------------------------------
Total (46.5) 160.3 120.4
- ----------------------------------------------------------------------
Deferred
United States 127.8
Foreign 47.5 (20.9) (15.4)
State and local 13.0
- ----------------------------------------------------------------------
Total 188.3 (20.9) (15.4)
- ----------------------------------------------------------------------
Total estimated income taxes $141.8 $139.4 $ 105.0
======================================================================
Reconciliation of United States statutory tax rate to effective tax rate
follows:
- ----------------------------------------------------------------------
Year ended December 31 1993 1992 1991
======================================================================
United States statutory
income tax rate 35.0% 34.0% 34.0%
Change in U.S. tax rate (3.8)
State taxes .8 .4 (.1)
Tax refund claims (.8) (3.9) .3
Purchase price accounting
adjustments 2.9 3.2
Difference in estimated
income taxes on foreign
earnings and remittances (2.8) (.5) (5.0)
Tax benefit of U.S. losses
not recognized (32.4)
Foreign withholding taxes (3.6)
Other (3.1) (1.2) (1.4)
- ----------------------------------------------------------------------
Effective tax rate (benefit) 28.2% 32.0% (8.2)%
======================================================================
-14-
As discussed in Note 2, the Company adopted SFAS 109 effective January
1, 1993. Prior years' financial statements have not been restated. Under
the provisions of SFAS 109, deferred tax assets and liabilities are
recognized using enacted tax rates and reflect the effect of "temporary
differences" between the recorded amounts of assets and liabilities for
financial reporting purposes and the tax basis of such assets and
liabilities.
The tax effects of temporary differences and carryforwards which give
rise to significant portions of deferred tax assets and liabilities at
December 31, 1993 were as follows:
- ---------------------------------------------------------
(Millions)
=========================================================
Deferred tax assets:
Tax loss carryforwards $ 379.5
Foreign tax credit carryforwards 334.8
Other tax credit carryforwards 93.0
Capitalized R&D 171.4
Depreciation 115.2
Postretirement benefits 112.8
Employee benefits 91.5
Other 299.3
- ---------------------------------------------------------
1,597.5
Valuation allowance (350.1)
- ---------------------------------------------------------
Total deferred tax assets $1,247.4
=========================================================
Deferred tax liabilities:
Pensions $281.4
Other 193.4
- ---------------------------------------------------------
Total deferred tax liabilities $474.8
=========================================================
SFAS 109 requires that deferred tax assets be reduced by a valuation
allowance if it is more likely than not that some portion or all of the
deferred tax asset will not be realized. Valuation allowances have been
provided on certain tax loss and tax credit carryforwards with short
carryforward periods remaining. During 1993, the net decrease in the
valuation allowance was $28.2 million.
Cumulative undistributed earnings of foreign subsidiaries for which no
U.S. income or foreign withholding taxes have been recorded, because such
earnings are expected to be reinvested indefinitely, approximated $500
million at December 31, 1993. Determination of the amount of unrecognized
deferred tax liability with respect to such earnings is not practicable.
The additional taxes payable on the earnings of foreign subsidiaries, if
remitted, would be substantially offset by U.S. tax credits for foreign
taxes already paid. While there are no specific plans to distribute the
undistributed earnings in the immediate future, where economically
appropriate to do so, such earnings may be remitted.
Cash paid during 1993, 1992 and 1991 for income taxes was $118.1, $157.5
and $105.5 million, respectively.
-15-
At December 31, 1993, the Company has U.S. federal and state and local
tax loss carryforwards and foreign tax loss carryforwards for certain
foreign subsidiaries, the tax effect of which is approximately $379.5
million. Many of these carryforwards are available for substantial
periods. The Company also has available tax credit carryforwards of
approximately $427.8 million, of which $115.0 million expire in 1994,
$97.4 million expire in 1995, and the remainder thereafter.
In 1992, the Company recorded in accordance with AICPA Opinion No. 11,
an extraordinary item of $65.0 million, or $.36 per fully diluted common
share, related to the tax benefit of book operating loss carryforwards.
Since these tax benefits were not previously recognized in the Company's
financial statements, accounting rules followed by the Company at that
time required that they be reported as an extraordinary item in the
results of operations in the period when they were realized.
In 1993 the Internal Revenue Service continued its audit of Sperry
Corporation for the years ended March 31, 1985 and 1986 and for
the short period ended September 16, 1986. The audit of Timeplex, Inc.
for the period July 1, 1984 to January 22, 1988 continued throughout the
year, and resulted in a tentative agreement which is expected to be
finalized in the first half of 1994. The Company is currently contesting
issues in connection with Sperry Corporation for the years ended March
31, 1980-1984, and for Convergent, Inc. for the years 1981-1988. In
management's opinion, adequate provisions for income taxes have been made
for all years.
5. Current and long-term receivables, net
Current and long-term receivables, net comprise the following:
- -------------------------------------------------------------
December 31 (Millions) 1993 1992
=============================================================
Accounts receivable, net $1,052.9 $1,312.9
Sales-type leases, net 112.5 188.2
Installment accounts, net 27.1 30.6
- -------------------------------------------------------------
Total, net 1,192.5 1,531.7
Less - Current receivables, net 1,088.2 1,326.3
- -------------------------------------------------------------
Long-term receivables, net $ 104.3 $ 205.4
=============================================================
6. Inventories
Inventories comprise the following:
- -------------------------------------------------------------
December 31 (Millions) 1993 1992
=============================================================
Finished equipment and supplies $354.1 $446.9
Work in process and raw materials 399.8 426.9
- -------------------------------------------------------------
Total inventories $753.9 $873.8
=============================================================
-16-
At December 31, 1993 and 1992, inventories included $288.0 and
$378.3 million, respectively, of costs related to long-term contracts or
programs. Progress payments applied against inventories at December 31,
1993 and 1992 amounted to $108.5 and $162.5 million, respectively.
7. Properties and rental equipment
Properties and rental equipment comprise the following:
- -------------------------------------------------------------
December 31 (Millions) 1993 1992
=============================================================
Land $ 105.6 $ 110.4
Buildings 362.7 379.1
Machinery and equipment 1,489.3 1,603.6
Tools and test equipment 362.4 402.9
Unamortized leasehold improvements 51.8 59.6
Construction in progress 25.6 28.7
Rental equipment 378.6 491.3
- -------------------------------------------------------------
Total properties and rental equipment $2,776.0 $3,075.6
=============================================================
8. Other accrued liabilities
Other accrued liabilities comprise the following:
- -------------------------------------------------------------
December 31 (Millions) 1993 1992
=============================================================
Payrolls and commissions $ 360.0 $ 419.5
Customers' deposit and prepayments 353.8 388.6
Taxes other than income taxes 143.7 144.4
Restructuring 111.1 244.6
Other 47.5 16.0
- -------------------------------------------------------------
Total other accrued liabilities $1,016.1 $1,213.1
=============================================================
9. Divestiture of operations
In 1991, the Company sold its Communications and Networks Group, which
was comprised principally of the Company's Timeplex, Inc. networking
subsidiary, to Ascom Holding A.G., a Swiss telecommunications and
automation company, for $206.8 million. A modest gain was recorded on the
sale. Second-half results for 1991 did not include the Timeplex business,
which was sold as of June 30, 1991.
-17-
10. Long-term debt
Long-term debt comprises:
- ---------------------------------------------------------------
December 31 (Millions) 1993 1992
===============================================================
10 5/8% senior notes due 1999 $ 400.0 $ 400.0
8 1/4% convertible subordinated
notes due 2000 345.0 345.0
9 3/4% senior notes due 1996 250.0 250.0
Credit sensitive notes due 1997 300.0 300.0
9 3/4% senior sinking fund
debentures due 2016 190.0 190.0
9 1/2% notes due 1998 200.0 200.0
8 7/8% notes due 1997 135.0 150.0
8.2% sinking fund debentures 20.0 25.0
6 3/4% bonds due 1995 16.8 16.2
Japanese yen, 5.52% due 1996 100.3 106.8
11 3/8% subordinated notes due 1995 50.0 50.0
10 3/4% debentures 103.2
9% notes 200.0
Other 42.9 119.7
- ---------------------------------------------------------------
Total 2,050.0 2,455.9
Less - Current maturities 25.0 283.1
- ---------------------------------------------------------------
Total long-term debt $2,025.0 $2,172.8
===============================================================
Total long-term debt maturities in 1994, 1995, 1996, 1997 and 1998 are
$25.0, $72.2, $354.0, $436.0 and $211.0 million, respectively.
Cash paid during 1993, 1992 and 1991 for interest was $256.7, $324.7 and
$402.6 million, respectively.
The Company has a $300 million revolving credit agreement with a
syndicate of banks which expires on May 31, 1995. This agreement provides
for short-term borrowings and up to $100 million of letters of credit.
The terms of the agreement provide for a minimum net worth requirement
and interest coverage ratio, as defined therein. Additional terms include
a limitation on the payment of dividends, prepayment of debt and amount
of outstanding debt. The Company is required to have no borrowings
outstanding under the revolving credit agreement for thirty consecutive
days, or fifteen consecutive days during each half, of each calendar
year. During 1993, there were no borrowings under this agreement, and at
December 31, 1993, the Company was in compliance with all of its terms.
The Company pays commitment fees on the unused amount of the revolving
credit agreement; there are no compensating balance requirements.
Revolving credit borrowings, at the Company's option, are at the agent
bank's base rate or the London Interbank Offered Rate, plus a margin
depending on the Company's debt rating on its outstanding senior
unsecured long-term debt securities. Commissions for letters of credit
also vary depending on such debt rating. In addition, international
subsidiaries maintain short-term credit arrangements with banks in
accordance with local customary practice.
11. Leases
Rental expense, less income from subleases, for 1993, 1992 and 1991 was
$228.1, $253.0 and $259.3 million, respectively.
Minimum net rental commitments under noncancelable operating leases
outstanding at December 31, 1993, substantially all of which relate to
real properties, were as follows: 1994, $208.3 million; 1995, $180.7
million; 1996, $159.8 million; 1997, $124.9 million; 1998, $105.9
million; and thereafter, $624.3 million.
12. Maintenance and repairs
Maintenance and repairs for 1993, 1992 and 1991 were $66.1, $89.7 and
$93.9 million, respectively.
-18-
13. Business segment information
The Company operates primarily in one business segment - information
systems and related services and supplies. This segment represents more
than 90% of consolidated revenue, operating profit and identifiable
assets. The Company's operations are structured to achieve consolidated
objectives. As a result, significant interdependencies and overlaps exist
among the Company's operating units. Accordingly, the revenue, operating
profit and identifiable assets shown for each geographic area may not be
indicative of the amounts which would have been reported if the operating
units were independent of one another.
Sales and transfers between geographic areas are generally priced to
recover cost plus an appropriate mark-up for profit. Operating profit is
revenue less related costs and direct and allocated operating expenses,
excluding interest and the unallocated portion of corporate expenses.
Corporate assets are those assets maintained for general purposes,
principally cash and cash equivalents, marketable securities, costs in
excess of net assets acquired, deferred taxes and corporate facilities.
No single customer accounts for more than 10% of revenue. Revenue from
various agencies of the U.S. Government approximated $2,287, $2,424 and
$2,310 million in 1993, 1992 and 1991, respectively.
A summary of the Company's operations by geographic area is presented
below:
-19-
- ----------------------------------------------------------------------
(Millions) 1993 1992 1991
======================================================================
United States
Customer revenue $ 4,072.5 $ 4,149.7 $ 4,264.9
Affiliate revenue 1,054.4 1,396.2 1,215.5
- ----------------------------------------------------------------------
Total $ 5,126.9 $ 5,545.9 $ 5,480.4
- ----------------------------------------------------------------------
Operating profit (loss) $ 461.6 $ 303.4 $ (315.1)
Identifiable assets 1,880.3 2,455.9 2,956.2
- ----------------------------------------------------------------------
Europe
Customer revenue $ 1,930.8 $ 2,477.8 $ 2,601.9
Affiliate revenue 107.5 163.7 172.5
- ----------------------------------------------------------------------
Total $ 2,038.3 $ 2,641.5 $ 2,774.4
- ----------------------------------------------------------------------
Operating profit (loss) $ (164.3) $ 58.2 $ (470.8)
Identifiable assets 702.4 1,043.0 1,487.6
- ----------------------------------------------------------------------
Americas/Pacific
Customer revenue $ 1,739.2 $ 1,794.4 $ 1,829.3
Affiliate revenue 182.9 231.6 164.8
- ----------------------------------------------------------------------
Total $ 1,922.1 $ 2,026.0 $ 1,994.1
- ----------------------------------------------------------------------
Operating profit $ 488.3 $ 511.7 $ 393.7
Identifiable assets 636.8 726.6 959.2
- ----------------------------------------------------------------------
Adjustments and eliminations
Affiliate revenue $(1,344.8) $(1,791.5) $(1,552.8)
Operating profit 17.1 9.3 68.3
Identifiable assets (66.6) (136.8) (200.8)
- ----------------------------------------------------------------------
Consolidated
Revenue $ 7,742.5 $ 8,421.9 $ 8,696.1
- ----------------------------------------------------------------------
Operating profit (loss) $ 802.7 $ 882.6 $ (323.9)
General corporate expenses (57.6) (106.4) (556.8)
Interest expense (241.7) (340.6) (407.6)
- ----------------------------------------------------------------------
Income (loss) before
income taxes $ 503.4 $ 435.6 $(1,288.3)
- ----------------------------------------------------------------------
Identifiable assets $ 3,152.9 $ 4,088.7 $ 5,202.2
Corporate assets 4,366.3 3,460.0 3,270.8
- ----------------------------------------------------------------------
Total assets $ 7,519.2 $ 7,548.7 $ 8,473.0
======================================================================
-20-
14. Employee plans
Retirement benefits
- -------------------
Defined benefit retirement income plans cover the majority of
domestic employees and certain employees in countries outside the
United States. In the U.S., the Company has retirement plans under
which funds are deposited with a trustee. Major subsidiaries outside the
United States provide for employee pensions in accordance with local
requirements and customary practices, and several maintain funded defined
benefit plans.
For plans covered by the Employee Retirement Income Security Act
("ERISA"), the Company's funding policy is to fund in accordance with
ERISA funding standards. The various benefit formulas and the funding
methods used in the international plans are in accordance with local
requirements. Plan assets generally are invested in common stocks,
fixed-income securities, insurance contracts and real estate. At December
31, 1993, the assets of the Company's U.S. pension plans included
approximately seven million shares of the Company's common stock valued
at approximately $89 million.
As a result of restructuring actions, net curtailment gains (losses) of
$5.8, $18.2 and $(8.4) million have been recognized in 1993, 1992 and
1991, respectively.
Other postretirements benefits
- ------------------------------
The Company provides certain health care benefits for U.S. employees who
retire or terminate after qualifying for such benefits. Most
international employees are covered by government-sponsored programs and
the cost to the Company is not significant. The Company expects to fund its
share of such benefit costs principally on a pay-as-you-go basis.
As discussed in note 2, the Company adopted SFAS 106 effective January
1, 1993. Prior years' financial statements have not been restated. SFAS
106 requires the Company to change from the cash basis of accounting for
such benefits by requiring the accrual, during the years that the
employee renders services, of the estimated cost of providing such
benefits.
In November 1992, the Company announced changes to its postretirement
benefit plans, effective January 1, 1993, whereby the Company's current
subsidy will be phased out, ending as of January 1, 1996. Several
lawsuits have been brought by plan participants challenging the announced
changes to the plans, and the Company is defending them vigorously.
The net periodic postretirement benefit cost under SFAS 106 amounted to
$24.5 million in 1993. Amounts included in expense for 1992 and 1991,
under the previous cash basis of accounting, were $60.5 and $51.4
million, respectively. The adoption of SFAS 106 had the effect of
decreasing 1993 postretirement benefit expense by $28.1 million, or $.07
per fully diluted common share.
Net periodic postretirement benefit cost for 1993 includes the following
components:
-21-
- ----------------------------------------------------------------------
(Millions)
- ----------------------------------------------------------------------
Service cost - benefits earned during the period $ 1.2
Interest cost on accumulated postretirement benefit obligation 26.1
Return on plan assets (2.8)
- ----------------------------------------------------------------------
Net periodic postretirement benefit cost $24.5
======================================================================
The status of the plan and amounts recognized in the Company's
consolidated balance sheet at December 31, 1993 were as follows:
- -------------------------------------------------------------------------
(Millions)
- -------------------------------------------------------------------------
Actuarial present value of accumulated postretirement benefit obligation:
Retirees $290.7
Fully eligible active plan participants 15.1
Other active plan participants 19.1
- -------------------------------------------------------------------------
324.9
Less plan assets at fair value (30.2)
- -------------------------------------------------------------------------
Accrued postretirement benefit liability in excess of plan assets 294.7
Unrecognized net loss (9.9)
- -------------------------------------------------------------------------
Accrued postretirement benefit obligation
recognized in the consolidated balance sheet $284.8
=========================================================================
As of December 31, 1993, $251.1 million of this liability was classified
as long-term and $33.7 million was classified as a current liability.
The assumed rate of return on plan assets was 10% and the weighted
average discount rate used to measure the accumulated postretirement
benefit obligation was 7.35%. The assumed health care cost trend rate
used in measuring the expected cost of benefits covered by the plan
was 11% for 1994, gradually declining to 6% in 2005 and thereafter.
A one-percentage point increase in the assumed health care cost
trend rate would increase the accumulated postretirement benefit
obligation at December 31, 1993 by $34.2 million and increase the
aggregate of the service and interest cost components of net periodic
postretirement health care benefit cost by $2.6 million.
Stock plans
- -----------
Under plans approved by the stockholders, stock options, stock
appreciation rights, restricted stock and performance units may be
granted to officers and other key employees.
Options have been granted to purchase the Company's common stock at 100%
of the fair market value at the date of grant. Options have a maximum
duration of ten years and become exercisable in annual installments over
a two, three or four year period following date of grant.
-22-
Retirement benefits
- -------------------
The plans' funded status and amounts recognized in the Company's consolidated balance sheet at
December 31, 1993 and 1992 were as follows:
- -------------------------------------------------------------------------------------------------------------------
Assets Exceed Accumnulated Benefits Accumulated Benefits Exceed Assets
----------------------------------- -----------------------------------
U.S. Plans Int'l Plans U.S. Plans Int'l Plans
------------------ --------------- ----------------- ----------------
1993 1992 1993 1992 1993 1992 1993 1992
===================================================================================================================
Actuarial present value of benefit obligations:
Vested benefit obligation $3,188.5 $2,828.1 $476.7 $ 374.0 $ 44.6 $ 39.8 $ 26.7 $ 27.3
- -------------------------------------------------------------------------------------------------------------------
Accumulated benefit obligation $3,306.8 $2,935.3 $502.7 $ 392.7 $ 46.9 $ 39.9 $ 42.1 $ 39.3
- -------------------------------------------------------------------------------------------------------------------
Projected benefit obligation $3,372.0 $2,953.8 $566.6 $ 510.9 $ 51.6 $ 44.6 $ 48.3 $ 53.0
Plan assets at fair value 3,431.2 3,161.6 659.3 576.0 26.2 27.0
- -------------------------------------------------------------------------------------------------------------------
Projected benefit obligation
less than or (in excess of) plan assets 59.2 207.8 92.7 65.1 (51.6) (44.6) (22.1) (26.0)
Unrecognized net loss or (gain) 697.0 445.4 (16.7) (15.8) 11.6 4.4 .8 .2
Unrecognized prior service (benefit) cost (172.1) (191.1) 12.5 14.1 1.5 1.4 1.7 2.9
Unrecognized net (asset) obligation
at date of adoption (.8) (.8) (3.2) (4.1) 5.7 6.5 4.5 5.8
Purchase price adjustment (67.5) (14.4)
- -------------------------------------------------------------------------------------------------------------------
Prepaid pension cost (pension liability)
recognized in the consolidated
balance sheet $ 583.3 $ 393.8 $ 85.3 $ 44.9 $(32.8) $ (32.3) $(15.1) $(17.1)
===================================================================================================================
Net periodic pension cost for 1993, 1992 and 1991 includes the following components:
- --------------------------------------------------------------------------------------------------------------
U.S. Plans International Plans
---------------------------- ------------------------------
1993 1992 1991 1993 1992 1991
- --------------------------------------------------------------------------------------------------------------
Service cost - benefits earned during the period $ 58.9 $ 33.4 $ 41.9 $ 18.4 $ 21.7 $ 24.5
Interest cost on projected benefit obligation 246.8 239.0 227.6 42.3 47.3 45.1
Return on assets (372.8) (153.6) (569.3) (116.1) (49.5) (69.9)
Net amortization and deferral 41.6 (170.8) 246.8 58.2 (10.6) 10.9
- --------------------------------------------------------------------------------------------------------------
Net periodic pension cost $ (25.5) $ (52.0) $ (53.0) $ 2.8 $ 8.9 $ 10.6
==============================================================================================================
The assumptions used to determine the above data were as follows:
- --------------------------------------------------------------------------------------------------------------
Discount rate 7.38% 8.50% 8.50% 6.93% 8.53% 8.68%
Rate of increase in compensation levels 5.13% 6.25% 6.25% 4.27% 6.25% 6.52%
Expected long-term rate of return on assets 10.00% 10.00% 10.00% 9.15% 9.49% 9.83%
==============================================================================================================
-23-
Stock plans
A summary of the changes in shares under option for all plans follows:
- -------------------------------------------------------------------------------------------
Year ended December 31 1993 1992
===========================================================================================
(Shares in thousands) Shares Price Range Shares Price Range
- -------------------------------------------------------------------------------------------
Outstanding at beginning of year 14,048.3 $3 3/4 - 44 1/2 11,954.2 $3 3/4 - 50 1/2
Granted 3,501.2 $10 1/8 - 13 5/8 3,547.1 $8 1/2 - 10 1/8
Exercised (1,566.6) $3 3/4 - 9 7/8 (405.1) $3 3/4 - 6
Canceled (580.7) (1,047.9)
- -------------------------------------------------------------------------------------------
Outstanding at end of year 15,402.2 $3 3/4 - 44 1/2 14,048.3 $3 3/4 - 44 1/2
- -------------------------------------------------------------------------------------------
Exercisable at end of year 8,987.2 8,360.1
- -------------------------------------------------------------------------------------------
Shares available for granting
options at end of year 2,157.7 2,021.2
===========================================================================================
15. Stockholders' equity
The Company has 360,000,000 authorized shares of common stock. In 1991,
the Certificate of Incorporation of the Company was amended to change the
par value of the common stock from $5 per share to $.01 per share. The
Company has 40,000,000 shares of authorized preferred stock, par value
$1 per share, issuable in series.
In 1993, the Company contributed seven million shares of its common
stock, valued at $89.2 million, to its U.S. pension plan.
The Company has authorization to issue up to 30,000,000 shares of
Series A Cumulative Convertible Preferred Stock ("Series A Preferred
Stock"), 10 shares of Series B Cumulative Convertible Preferred Stock
("Series B Preferred Stock") and 20 shares of Series C Cumulative
Convertible Preferred Stock ("Series C Preferred Stock").
In 1992, the Company resumed the payment of dividends on preferred stock
which had been suspended in February 1991. At December 31, 1993,
cumulative preferred dividends of $107.8 million were in arrears, which
represented three and one-half quarterly dividends or $3.28 per share for
Series A Preferred Stock and $487,650.27 per share for Series B and C
Preferred Stock. If, on the date used to determine stockholders of record
for a meeting of stockholders at which directors are to be elected, such
preferred stock dividends are in arrears in an amount equal to at least
six quarterly dividends, the number of members of the Board of Directors
will be increased by two as of the date of such stockholders' meeting and
the holders of shares of Series A Preferred Stock will be entitled to
vote for and elect such two additional directors.
Each share of Series A Preferred Stock (i) accrues quarterly cumulative
dividends of $3.75 per share per annum, (ii) has a liquidation preference
of $50.00 plus accrued and unpaid dividends, (iii) is convertible into
1.67 shares of the Company's common stock, subject to customary
anti-dilution adjustments, and (iv) is redeemable at the option of the
Company under certain circumstances and at varying prices.
-24-
Mitsui & Co., Ltd. ("Mitsui") owns $150 million of convertible
preferred stock, which includes 10 shares of Series B Preferred Stock and
20 shares of Series C Preferred Stock. The Series B Preferred Stock and
the Series C Preferred Stock are convertible at the option of the holder
into the Company's common stock at conversion prices of $20.00 and $21.00
per share, respectively, subject to customary anti-dilution adjustments.
Both Series B Preferred Stock and Series C Preferred Stock (i) have a
stated value of $5 million per share, (ii) accrue quarterly cumulative
dividends based on such stated value at 8 7/8% per annum until June 28,
1995 and 9 1/2% per annum from June 28, 1995 to June 28, 1997, (iii)
accrue dividends on the amount of any unpaid dividends, (iv) are
redeemable at the option of the Company at a premium which is determined
by reference to interest rates then in effect and the amount of time then
remaining to June 28, 1997, and (v) are entitled to receive upon
liquidation the stated value plus accrued and unpaid dividends. In the
event that the Series B Preferred Stock and Series C Preferred Stock have
not been previously redeemed by the Company or converted by the holder,
the Company will be required to convert both series into the Company's
common stock based on the then-current market price after June 28, 1996
(or after June 28, 1995 if so requested by Mitsui, the original holder
of the Series B Preferred Stock and Series C Preferred Stock), or earlier
under certain extraordinary circumstances, and conduct a managed sale
program of the common stock. To the extent that the proceeds received by
Mitsui from such managed sale program are less than the stated value of
the shares so converted, plus accrued and unpaid dividends and a present
valued premium amount if such conversion takes place before June 28,
1997, the Company has agreed to issue additional shares of capital stock
to Mitsui which will be sold in a manner approved by the Company until
Mitsui receives proceeds equal to the sum of such amounts. Shares of
Series B Preferred Stock and Series C Preferred Stock rank pari passu
with each other and with Series A Preferred Stock, and the holders of
Series A, B and C Preferred Stock have priority as to dividends over
holders of the Company's common stock and other series or classes of the
Company's stock which rank junior with regard to dividends. Each series
of Cumulative Convertible Preferred Stock is non-voting except with
respect to certain matters relating to the rights and preferences of such
series. With respect to such matters, each of the Series B Preferred
Stock and Series C Preferred Stock votes separately as a class. The
Series A Preferred Stock also votes as a class on these matters, but its
class includes the Series B Preferred Stock and Series C Preferred Stock,
as well as any other series of preferred stock having equal rank as to
dividends and liquidation rights.
Each outstanding share of common stock has attached to it one preferred
share purchase right (a "Right"). Each Right entitles the registered
holder to purchase for $75, under certain circumstances, one
three-hundredth of a share of Junior Participating Preferred Stock, par
value $1 per share. The Rights become exercisable only if a person or
group acquires 20% or more of the Company's common stock, or announces
a tender or exchange offer for 30% or more of the common stock. If the
Company is acquired (or survives in a reverse merger transaction) or 50%
or more of its consolidated assets or earning power are sold, each Right
will entitle its holder to purchase a number of the acquiring company's
common shares (or the Company's common shares) having a market value of
$150. The Company will be entitled to redeem the Rights at one and
two-thirds cents per Right prior to the earlier of the expiration of the
Rights at March 17, 1996, or the time that a 20% position has been
acquired. Until the Rights become exercisable, they have no dilutive
effect on net income per common share.
At December 31, 1993, 147.3 million shares of unissued common stock of
the Company were reserved for the following: 57.2 million for convertible
preferred stock, 33.7 million for the 8 1/4% convertible subordinated
debentures and 56.4 million for stock options, stock purchase and savings
plans.
-25-
Changes in issued shares during the three years ended December 31, 1993 were as follows:
- --------------------------------------------------------------------------------------------------------
Preferred Stock
-------------------------------- Common Treasury
Series A Series B Series C Stock Stock
========================================================================================================
Balance at December 31, 1990 28,568,770 10 20 162,081,318 (311,127)
Issuance of stock under stock
purchase, option and other plans 101,700
Restricted stock (214,481)
Issuance of stock under license agreement 19,937
Other (7,881) 13,669
- --------------------------------------------------------------------------------------------------------
Balance at December 31, 1991 28,560,889 10 20 162,196,687 (505,671)
Issuance of stock under stock
purchase, option and other plans 405,115 (26,249)
Restricted stock (216,522)
Issuance of stock under license agreement 75,887
Other (1,291) 2,234
- --------------------------------------------------------------------------------------------------------
Balance at December 31, 1992 28,559,598 10 20 162,604,036 (672,555)
Issuance of stock under stock
purchase, option and other plans 1,566,568 (133,628)
Contribution to pension plan 7,000,000
Other (155,159) 423
- --------------------------------------------------------------------------------------------------------
Balance at December 31, 1993 28,404,439 10 20 171,171,027 (806,183)
========================================================================================================
Changes in stockholders' equity during the three years ended December 31,
1993 were as follows:
- ---------------------------------------------------------------------------------------------------------------------
Other Capital
--------------------------------
Retained Trans- Other,
Preferred Stock Earnings lation Principally
---------------------------- Common (Accumulated Treasury Adjust- Paid-In
(Millions) Series A Series B Series C Stock Deficit) Stock ments Capital
=====================================================================================================================
Balance at December 31, 1990 $1,428.4 $50.0 $100.0 $ 810.4 $ 900.8 $ (4.6) $ (223.5) $ 423.9
Change in par value (809.2) 809.2
Issuance of stock under stock
purchase, option and
other plans .4 .1
Restricted stock (5.3) 3.8
Issuance of stock under
license agreement .6 (.5)
Net loss (1,393.3)
Dividends (4.5)
Translation adjustments (72.3)
Other (.4) .4
- ---------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1991 1,428.0 50.0 100.0 1.6 (497.0) (9.3) (295.8) 1,236.9
Issuance of stock under stock
purchase, option and
other plans (.2) 1.7
Restricted stock (5.6) 5.6
Issuance of stock under
license agreement 1.5 (.7)
Net income 361.2
Dividends (92.2)
Translation adjustments (41.7)
Other .1
- ---------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1992 1,428.0 50.0 100.0 1.6 (228.0) (13.6) (337.5) 1,243.6
Issuance of stock under stock
purchase, option and
other plans (1.7) 7.1
Contribution to pension plan .1 89.2
Net income 565.4
Dividends (177.6)
Translation adjustments (23.3)
Other (7.8)
- ---------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1993 $1,420.2 $50.0 $100.0 $ 1.7 $ 159.8 $(15.3) $ (360.8) $1,339.9
=====================================================================================================================
-26-
16. Financial instruments
The Company has a hedging policy designed to minimize its exposure to
foreign currency fluctuations. Forward exchange contracts and options are
entered into on a continuous basis for periods consistent with the
Company's exposures, and such instruments generally have maturities of
less than a year. At December 31, 1993 and 1992, the Company had $903.8
and $1,743.4 million of forward foreign exchange contracts and options
outstanding, respectively.
The Company has entered into certain interest rate and currency swap
agreements which effectively convert variable-rate obligations into
fixed-rate obligations and foreign currency denominated debt into U.S.
dollar denominated debt. At December 31, 1993 and 1992, the Company had
$346.4 and $475.7 million of notional value of such swaps outstanding,
respectively.
The Company's theoretical risk in the transactions referred to above is
the cost of replacing, at current market rates, these contracts in the
event of default by the counterparties; however, the Company believes
such risk to be remote.
Financial instruments with potential credit risk consist principally of
temporary cash investments and receivables. Temporary investments are
placed with creditworthy financial institutions, primarily in
over-securitized treasury repurchase agreements, U.S. Government
securities, Euro-time deposits or commercial paper of major corporations.
Receivables are due from a large number of customers which are dispersed
worldwide across many industries. At December 31, 1993 and 1992, the
Company had no significant concentrations of credit risk.
At December 31, 1993 and 1992, the estimated fair value of the Company's
long-term debt was $2,273.2 and $2,504.3 million, respectively, and the
amount reported in the balance sheet was $2,050.0 and $2,455.9 million,
respectively. At December 31, 1993 and 1992, the estimated fair value of
the Company's foreign currency contracts and options was $154.2 and
$114.4 million, respectively, and the amount reported in the balance
sheet was $11.4 and $20.0 million, respectively. At December 31, 1993 and
1992, the estimated fair value of the Company's interest rate and
currency swaps was a loss of $1.6 and $22.4 million, respectively, and
the amount reported in the balance sheet was zero.
The carrying amount of cash, cash equivalents and marketable securities
approximates fair value because of the short maturity of these
instruments. The fair value of the Company's long-term debt was based on
the quoted market prices for publicly traded issues. For debt which is
not publicly traded, the fair value was estimated based on current yields
to maturity for the Company's publicly traded debt with similar
maturities. The fair value of foreign currency contracts and options, and
interest rate and currency swaps were estimated by obtaining from brokers
market data for calculation components used to derive the value of
comparable contracts.
-27-
17. Litigation
In 1991, the Company and the U.S. Government concluded a final global
settlement of the "Ill Wind" investigation and certain other
investigative and litigation matters. In the settlement agreement, the
Company agreed to the following payments and concessions: (a) cash
payments, exclusive of interest, totaling $54 million over a period of
five years; (b) the forgoing of negotiated profits and fees, estimated
at $46 million, on the North Warning System radar contract (the contract
is scheduled to be completed in late 1994); and (c) contingency payments,
not to exceed a total of $90 million, to be made through 1997, subject
to annual caps, based upon the amount of asset sales and net income
reported by the Company during such period.
Item (a) above had previously been accrued by the Company. No accrual is
required by generally accepted accounting principles in respect of item
(b) since the agreement reached is in effect a lowering of the contract
revenue to be paid by the government. The payments for item (c) are
contingent upon future events; therefore no accrual is required until the
events occur. Through December 31, 1993, the Company has paid and
expensed $23.8 million of such contingency payments.
There are various lawsuits, claims and proceedings that have been brought
or asserted against the Company. Although the ultimate results of these
lawsuits, claims and proceedings are not presently determinable,
management does not expect that these matters will have a material
adverse effect on the Company's consolidated financial position or
consolidated statement of income.
-28-
Report of Independent Auditors
- ------------------------------
To the Board of Directors of Unisys Corporation
We have audited the accompanying consolidated balance sheets of Unisys
Corporation at December 31, 1993 and 1992, and the related consolidated
statements of income and cash flows for each of the three years in the
period ended December 31,1993. These financial statements are the
responsibility of Unisys Corporation's management. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Unisys Corporation at December 31, 1993 and 1992, and the consolidated
results of its operations and its cash flows for each of the three years
in the period ended December 31, 1993 in conformity with generally
accepted accounting principles.
As discussed in Note 2 to the consolidated financial statements, the
Company changed its methods of accounting for postretirement benefits
other than pensions and income taxes.
ERNST & YOUNG
Philadelphia, Pennsylvania
January 24, 1994
-29-
Supplemental Financial Data (Unaudited)
Unisys Corporation
Quarterly financial information
- --------------------------------------------------------------------------------------
First Second Third Fourth
(Millions, except per share data) Quarter Quarter Quarter Quarter Year
- --------------------------------------------------------------------------------------
1993
======================================================================================
Revenue $1,907.5 $1,927.2 $1,806.7 $2,101.1 $7,742.5
Gross profit 689.1 752.1 662.9 794.1 2,898.2
Income before income taxes 83.5 151.5 95.4 173.0 503.4
Income before extraordinary item
and changes in accounting principles 56.8 103.0 84.1 117.7 361.6
Net income 260.6 103.0 84.1 117.7 565.4
Dividends on preferred shares 30.4 30.6 30.3 30.3 121.6
Earnings on common shares 230.2 72.4 53.8 87.4 443.8
Earnings per common share - primary
Before extraordinary item
and changes in accounting principles .16 .44 .33 .53 1.46
Extraordinary item (.16) (.16)
Effect of changes
in accounting principles 1.39 1.39
- --------------------------------------------------------------------------------------
Total 1.39 .44 .33 .53 2.69
- --------------------------------------------------------------------------------------
Earnings per common share - fully diluted
Before extraordinary item
and changes in accounting principles .23 .39 .29 .46 1.48
Extraordinary item (.11) (.11)
Effect of changes
in accounting principles .94 .94
- --------------------------------------------------------------------------------------
Total 1.06 .39 .29 .46 2.31
- --------------------------------------------------------------------------------------
Market price per common share - high 13 7/8 13 3/4 12 1/4 13 1/8 13 7/8
- low 9 7/8 10 3/4 9 7/8 10 3/4 9 7/8
======================================================================================
1992
- --------------------------------------------------------------------------------------
Revenue $2,009.5 $2,088.5 $2,067.5 $2,256.4 $8,421.9
Gross profit 685.0 768.1 738.9 845.4 3,037.4
Income before income taxes 67.1 133.8 85.9 148.8 435.6
Income before extraordinary item 48.3 88.4 58.3 101.2 296.2
Net income 48.3 105.4 68.3 139.2 361.2
Dividends on preferred shares 30.4 30.6 30.6 30.5 122.1
Earnings on common shares 17.9 74.8 37.7 108.7 239.1
Earnings per common share - primary
Before extraordinary item .11 .35 .17 .43 1.06
Extraordinary item .11 .06 .23 .40
- --------------------------------------------------------------------------------------
Total .11 .46 .23 .66 1.46
- --------------------------------------------------------------------------------------
Earnings per common share - fully diluted
Before extraordinary item .11 .35 .17 .43 1.04
Extraordinary item .10 .06 .15 .36
- --------------------------------------------------------------------------------------
Total .11 .45 .23 .58 1.40
- --------------------------------------------------------------------------------------
Market price per common share - high 11 3/4 11 1/4 10 3/8 10 7/8 11 3/4
- low 4 1/8 8 3/8 8 7 3/4 4 1/8
======================================================================================
In the first quarter of 1993, the Company adopted SFAS 106 and 109. See Note 2 to the
Notes to Consolidated Financial Statements.
The individual quarterly per common share amounts may not total to the per common
share amount for the full year because of accounting rules governing the computation
of earnings per common share.
Market prices per common share are as quoted on the New York Stock Exchange composite
listing.
-30-
Selected financial data
- ------------------------------------------------------------------------------------------------------------------------
(Millions, except per share data) 1993 1992 1991 1990 1989 1988 1987
========================================================================================================================
Results of operations
Revenue $7,742.5 $8,421.9 $ 8,696.1 $10,111.3 $10,096.9 $ 9,935.2 $ 9,732.0
Operating income (loss) 734.1 720.7 (578.9) 44.0 (210.2) 1,106.1 1,117.7
Income (loss) before income taxes 503.4 435.6 (1,288.3) (337.3) (554.3) 958.6 951.3
Income (loss) before extraordinary items
and changes in accounting principles 361.6 296.2 (1,393.3) (436.7) (639.3) 680.6 578.0
Net income (loss) 565.4 361.2 (1,393.3) (436.7) (639.3) 680.6 578.0
Dividends on preferred shares 121.6 122.1 121.2 114.3 107.2 107.1 106.9
Earnings (loss) on common shares 443.8 239.1 (1,514.5) (551.0) (746.5) 573.5 471.1
Earnings (loss) per common share
Primary 2.69 1.46 (9.37) (3.45) (4.71) 3.58 3.15
Fully diluted 2.31 1.40 (9.37) (3.45) (4.71) 3.27 2.93
Dividends declared per common share .50 1.00 .98 .90 2/3
Financial position
Working capital $ 834.2 $ 646.3 $ 557.7 $ 597.5 $ 1,540.0 $ 2,438.6 $ 1,752.6
Total assets 7,519.2 7,548.7 8,473.0 10,319.8 10,779.6 11,561.0 10,601.8
Long-term debt 2,025.0 2,172.8 2,694.6 2,494.6 3,247.8 3,078.1 2,377.1
Common stockholders' equity 1,017.5 541.8 342.1 1,907.0 2,452.9 3,526.1 3,118.3
Common stockholders' equity per share 5.97 3.35 2.12 11.79 15.49 22.24 20.90
- ------------------------------------------------------------------------------------------------------------------------
Other data
Engineering, research and development $ 934.7 $ 980.7 $ 1,147.4 $ 1,274.8 $ 1,445.2 $ 1,419.5 $ 1,318.5
Capital additions of properties and
rental equipment 196.8 251.7 248.3 460.1 615.4 669.9 720.9
Investment in marketable software 118.7 110.2 167.7 210.5 195.0 183.6 114.7
Depreciation 290.8 357.0 459.4 528.9 533.5 593.2 590.8
Amortization
Marketable software 144.6 131.8 241.0 161.6 111.5 64.2 30.7
Cost in excess of net assets acquired 41.3 41.4 251.2 61.7 59.2 35.0 26.9
Common shares outstanding (millions) 170.4 161.9 161.7 161.8 158.4 158.6 149.2
Stockholders of record (thousands) 47.8 51.7 54.6 52.3 45.6 42.4 38.6
Employees (thousands) 49.0 54.3 60.3 75.3 82.3 93.0 92.5
========================================================================================================================
Includes in 1993, the effect of changes in accounting principles and
extraordinary item of $1.23 primary and $.83 fully diluted and in 1992
an extraordinary item of $.40 primary and $.36 fully diluted.
After deduction of cumulative preferred dividends in arrears.
Includes company and customer-funded research and development.
Years prior to 1987 are not comparable with those presented here due to
the merger of Sperry Corporation and Burroughs Corporation in 1986.
-31-
Revenue by similar classes of products and services
- -------------------------------------------------------------------------------------------------
Year ended December 31 (Millions) 1993 1992 1991
=================================================================================================
Enterprise systems and servers $1,648.4 21% $1,966.1 23% $2,028.9 23%
Departmental servers and desktop systems 750.3 10 1,083.6 13 1,197.5 14
Software 779.9 10 712.2 8 652.5 8
Custom defense systems 1,526.8 20 1,637.6 20 1,835.7 21
- -------------------------------------------------------------------------------------------------
Total sales 4,705.4 61 5,399.5 64 5,714.6 66
Information services and systems integration 1,593.1 21 1,336.4 16 1,147.4 13
Equipment maintenance 1,444.0 18 1,686.0 20 1,834.1 21
- -------------------------------------------------------------------------------------------------
Total $ 7,742.5 100% $8,421.9 100% $8,696.1 100%
=================================================================================================
Enterprise systems and servers comprise a complete line of small to large
processors and related communications and peripheral products, such as
printers, storage devices and document handling processors and equipment.
Departmental servers and desktop systems include UNIX servers,
workstations, personal computers and terminals. Software consists of
application and systems software. Custom defense systems include
specialized information processing systems, software and services
marketed primarily to government defense agencies. Information services
and systems integration includes systems integration, outsourcing
services, application development, information planning and education.
Equipment maintenance results from charges for preventive maintenance,
spare parts and other repair activities.
Individual products have been assigned to a specific class based on a
variety of factors. Over time, reclassification of products may be
necessary because of changing technology, Company strategy and market
conditions. Such evolution from year to year must be kept in mind when
using the above table for trend analysis.
Common Stock Information
- ------------------------
Unisys common stock (trading symbol "UIS") is listed for trading on the
New York Stock Exchange and on exchanges in Amsterdam, Antwerp, Basel,
Brussels, Geneva, Lausanne, London, and Zurich.
At December 31, 1993, there were 170.4 million shares outstanding and
about 48,000 stockholders of record.
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
Unisys Corporation, the registrant, a Delaware company, has no parent.
The registrant owns directly or indirectly all the voting securities of
the following subsidiaries:
State
or Other
Jurisdiction
Under the
Laws of Which
Name of Company Organized
--------------- ---------------
Unisys Canada Inc. Canada
Convergent, Inc. Delaware
Unisys Finance Corporation Michigan
Unisys Australia Limited Michigan
Unisys Espana S.A. Spain
Unisys (Schweiz) A.G. Switzerland
Unisys Belgium Belgium
Unisys Deutschland G.m.b.H. Germany
Unisys Eletronica Ltda. Brazil
Unisys France France
Unisys Italia S.p.A. Italy
Unisys Limited England
Unisys Nederland N.V. Netherlands
The names of certain subsidiaries are omitted from the above list;
such subsidiaries, considered in the aggregate as a single subsidiary, would
not constitute a significant subsidiary.
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual Report
(Form 10-K) of Unisys Corporation of our report dated January 24,
1994, included in the 1993 Annual Report to Stockholders of Unisys
Corporation.
Our audits also included the financial statement schedules of
Unisys Corporation listed in Item 14(a). These schedules are the
responsibility of the Company's management. Our responsibility is
to express an opinion based on our audits. In our opinion, the
financial statement schedules referred to above, when considered in
relation to the basic financial statements taken as a whole,
present fairly in all material respects the information set forth
therein.
We consent to the incorporation by reference in the following
Registration Statements: (1) Registration Statement (Form S-8 No.
33-20588) pertaining to the Unisys Savings Plan, (2) Registration
Statement (Form S-8 No. 33-7893) pertaining to the Burroughs LTIP,
(3) Registration Statement (Form S-8 No. 2-76948) pertaining to
Burroughs Employees 1972 Payroll Deduction Stock Purchase Plans,
(4) Registration Statement (Form S-8 No. 33-4317) pertaining to the
Burroughs 1985 Payroll Deduction Stock Purchase Plan, (5)
Registration Statement (Form S-8 No. 33-20204) pertaining to the
Unisys Retirement Investment Plan, (6) Registration Statement (Form
S-8 No. 33-20205) pertaining to the Unisys Retirement Investment
Plan II, (7) Registration Statement (Form S-3 No. 33-25715) of
Unisys Corporation, (8) Registration Statement (Form S-8 No. 33-
3937) pertaining to the Burroughs LTIP, (9) Registration Statement
(Form S-8 No. 2-63842) pertaining to the Burroughs LTIP, (10)
Registration Statement (Form S-8 No. 33-34771) pertaining to the
Unisys Retirement Investment Plan, (11) Registration Statement
(Form S-8 No. 33-38711) pertaining to the Unisys Savings Plan, (12)
Registration Statement (Form S-8 No. 33-38712) pertaining to the
Unisys Retirement Investment Plan II, (13) Registration Statement
(Form S-8 No. 33-38713) pertaining to the Unisys Retirement
Investment Plan, (14) Registration Statement (Form S-8 No. 33-
40259) pertaining to the Unisys LTIP, (15) Registration Statement
(Form S-3 No. 33-35437) of Unisys Corporation, (16) Registration
Statement (Form S-3 No. 33-64396) of Unisys Corporation, and (17)
Registration Statement (Form S-3 No. 33-51747) of Unisys
Corporation; of our report dated January 24, 1994, with respect to
the financial statements incorporated herein by reference and our
report included in the preceding paragraph with respect to the
financial statement schedules included in the 1993 Annual Report
(Form 10-K) of Unisys Corporation for the year ended December 31,
1993.
/s/ ERNST & YOUNG
Philadelphia, Pennsylvania
March 28, 1994
EXHIBIT 24
POWER OF ATTORNEY
Unisys Corporation
Annual Report on Form 10-K
for the year ended December 31, 1993
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below does hereby make, constitute and appoint
JAMES A. UNRUH, BOBETTE JONES AND GEORGE T. ROBSON, and each one
of them severally, his true and lawful attorneys-in-fact and
agents, for such person and in such person's name, place and
stead, to sign the Unisys Corporation Annual Report on Form 10-K
for the year ended December 31, 1993, and any and all amendments
thereto and to file such Annual Report on Form 10-K and any and
all amendments thereto with the Securities and Exchange
Commission, and does hereby grant unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite or necessary to be
done in and about the premises, as fully to all intents and
purposes as said person might or could do in person, hereby
ratifying and confirming all that such attorney-in-fact and
agents and each of them may lawfully do or cause to be done by
virtue hereof.
Dated: February 24, 1994
/s/ J. P. Bolduc /s/ Robert McClements, Jr.
- ----------------------- -----------------------
J. P. Bolduc Robert McClements, Jr.
Director Director
/s/ James J. Duderstadt /s/ William G. Milliken
- ----------------------- -----------------------
James J. Duderstadt William G. Milliken
Director Director
/s/ Gail D. Fosler /s/ Alan E. Schwartz
- ----------------------- -----------------------
Gail D. Fosler Alan E. Schwartz
Director Director
/s/ Melvin R. Goodes /s/ Donald V. Seibert
- ----------------------- -----------------------
Melvin R. Goodes Donald V. Seibert
Director Director
/s/ Edwin A. Huston /s/ James A. Unruh
- ----------------------- -----------------------
Edwin A. Huston James A. Unruh
Director Chairman of the Board, Chief
Executive Officer and Director
/s/ Kenneth A. Macke
- -----------------------
Kenneth A. Macke
Director
